Actions, Etc. All demands, assessments, judgments, costs and legal and other expenses, including, without limitation, reasonable attorneys' fees, arising from, or in connection with, any action, suit, proceeding, settlement or claim incident to any of the foregoing.
Actions, Etc. All actions, proceedings, instruments and documents required to carry out the Transaction and all other related legal matters shall have been approved by the Buyer and the Seller shall have been furnished with such certified copies of actions and proceedings and other such instruments and documents as the Seller shall have reasonably requested.
Actions, Etc. All actions, proceedings, instruments and ------------ documents required to carry out the Transaction including without limitation the issue of the Buyer Shares as contemplated in this Agreement and all other related legal matters shall have been approved by the Shareholder and the Shareholder shall have been furnished with such certified copies of actions and proceedings and other such instruments and documents as the Shareholder shall have requested.
Actions, Etc. (a) Except as otherwise provided herein, all actions required or permitted to be made by the Review Committee hereunder shall require the affirmative vote of a majority of all the members of the Review Committee.
(b) All actions of the Review Committee shall be taken either at a meeting of the Review Committee at which all members are present (in person or by telephone) or by unanimous written consent, and any purported action of the Review Committee taken by any other means shall be void and of no effect for purposes of this Agreement. Any member of the Review Committee may call a meeting thereof on three days' notice (oral or written) to the other members. The Review Committee shall keep regular minutes of its proceedings and report the same to the Representatives when required. Subject to the foregoing provisions of this Article VI, the Review Committee may fix its rules of procedure.
(c) The Review Committee shall be entitled to retain and consult with such independent advisors and other experts as the Review Committee shall deem necessary or appropriate in connection with the performance of its duties and responsibilities and the exercise of its powers and authority hereunder.
Actions, Etc. (i) There are no actions, suits, proceedings or investigations pending against or relating to the Purchased Assets and Seller has not received any notice or written or oral communication reflecting an intention or threat to institute any such action suit, proceeding or investigation.
(ii) There are no action suits, proceedings or investigations pending before any court or governmental agency in which it is sought to restrain or prohibit the carrying out of this Agreement or the consummation of the transactions contemplated herein in connection therewith and there is no such action suit proceeding or investigation threatened.
(iii) Seller is not subject to any judgment, order, writ, court decree, governmental decree or injunction relating to the Purchased Assets.
(iv) To the best of Seller's knowledge there are no known defects or deficiencies in the products or services provided by Seller prior to the date hereof as a result of which any claim or suit may arise.
Actions, Etc. All actions, proceedings, instruments and ------------ documents required to carry out the Transaction including without limitation, the transfer of Seller's Shares and all other related legal matters shall have been approved by ECO and ECO shall have been furnished with such certified copies of actions and proceedings and other such instruments and documents as ECO shall have requested.
Actions, Etc by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys, fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery of the State of Delaware or such other court shall deem proper.
Actions, Etc all actions, proceedings, calls, costs (including legal costs), expenses, claims, demands, damages, losses and liabilities of any kind suffered or incurred by the Licensor as a result of:
(a) Equipment: the act or neglect of the Society or of any person for whom the Society is responsible relating to the use or operation of any equipment installed in the Licensed Area; or
Actions, Etc. All rights of action and claims of the Vendor against any person or persons arising by reason of any facts or circumstances that occurred or existed before the Time of Closing whether or not an action or other proceeding shall have been commenced before the Time of Closing, other than rights of action and claims that relate exclusively to any of the Purchased Assets or the Assumed Liabilities;
Actions, Etc. The Seller, the Corporation and Super Saver shall promptly notify Purchaser of any lawsuits, claims, proceedings or investigations which are threatened or commenced against the Corporation or any Subsidiary or against any of their employees, consultants, officers or directors, or, to the Indemnitors' knowledge, their employees or consultants between the date of this Agreement and the Closing Date and which may relate to, or affect, the business or assets of the Corporation or any Subsidiary or the transactions contemplated hereby. From the date of this Agreement and through the Closing, the Seller, the Corporation and Super Saver shall, and shall cause the Subsidiaries to, duly comply with all laws, regulations, ordinances, orders, injunctions and decrees applicable to them, their properties, and the conduct of their respective businesses, and with all covenants, terms and conditions upon or under which any of their properties are held.
