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 including without limitation the issue and delivery of the Security Documents 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. (i) There are no actions, suits, proceedings or investigations pending against or relating to the Business or 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.
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:
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.
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, instruments ------------ and documents required to carry out the Transaction including without limitation, the transfer of the Target Company 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. 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. All actions, proceeding, instruments and documents required to carry out the Transaction including with out limitation the purchase of the Target Shares at the Closing shall have been approved by Purchaser and its counsel acting reasonably and Purchaser shall have been furnished with such certified copies of actions and proceedings and other such instruments and documents as Purchaser and its counsel shall have requested.
Actions, Etc. All actions, proceedings, instruments and documents required to carry out the Transaction including without limitation, the issue of the Series A Preferred Shares and all other related legal matters shall have been approved by the Vendor and its counsel shall have been furnished with such certified copies of actions and proceedings and other such instruments and documents that the Vendor and its counsel shall have requested.
