By Defendants Sample Clauses

The "By Defendants" clause specifies actions, obligations, or representations that are to be performed or made by the defendants in a legal agreement or court order. In practice, this clause may outline specific steps the defendants must take, such as providing information, making payments, or refraining from certain activities. Its core function is to clearly delineate the responsibilities of the defendants, ensuring that their duties are unambiguous and enforceable within the context of the agreement or legal proceeding.
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By Defendants. Except for obligations under this Agreement, Defendants (for themselves and their successors in interest, predecessors in interest, heirs, assigns, employees, attorneys, partners, officers and directors) hereby unconditionally relieve, release and forever discharge Plaintiffs and their respective affiliates, subsidiaries, officers, directors, shareholders, employees, attorneys, heirs, predecessors, successors and assigns (collectively, the “Vasa Released Parties”), of and from any and all claims, debts, liabilities, demands, judgments, accounts, obligations, promises, acts, agreements, costs, expenses (including but not limited to attorneys’ fees), damages, actions and causes of action, of any kind or nature, whether known or unknown, suspected or unsuspected, fixed or contingent, asserted or unasserted (i.e. the Claims) based on, arising out of, relating to or in connection with any act, omission, statement, occurrence, obligation or condition existing as of or prior to the date of this Agreement, from the beginning of time to the present. ADSX expressly forgives, relieves and releases Vasa from the approximately $50,000 judgment against him in favor of ADSX and PDSC in the California action entitled Maudlin v.
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By Defendants. The Defendants, for themselves and on behalf of their past, present and future companies, subsidiaries, parent companies, divisions, affiliates, members, partners, beneficiaries, employees, officers, directors, attorneys, agents, trustees and co-trustees, heirs, executors, administrators, successors, and assigns, and any of their legal representatives, RELEASE, ACQUIT, AND FOREVER DISCHARGE the Plaintiffs and the Ball Entities, including the Plaintiffs’ and the Ball Entities’ past, present and future companies, subsidiaries, parent companies, divisions, affiliates, members, partners, beneficiaries, employees, officers, directors, attorneys, agents, trustees and co-trustees, heirs, executors, administrators, successors, and assigns, and any of their legal representatives or any and all other entities and person(s) in privity with them, from any and all rights, obligations, costs, expenses, damages, losses, claims, demands, debts, liabilities, suits, and causes of action, known or unknown, asserted or unasserted, past or present, of whatever character in law or in equity, arising out of, resulting from, relating to, or in any manner connected with the facts and circumstances underlying, involving, GLOBAL SETTLEMENT AND ABSOLUTE RELEASE AGREEMENT – PAGE 4 relating to or that were brought or could have been brought by Defendants in, the Federal Lawsuit, the Ada Lawsuit, the Nez Perce Lawsuit, or the Latah Lawsuit or under the terms and conditions of the Assignment Agreement. Defendants specifically acknowledge and agree that this shall be the broadest release allowed by the law.
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By Defendants. Except as necessary to enforce this Consent Decree, Plaintiffs agree not to bring suit against OGS or any entity operating OGS for a period of five years following the close of the 28 sale of OGS to PG&E. b. Notwithstanding the above, Plaintiffs do not waive the right to bring any 2 action concerning OGS after the expiration of more than five (5) years after the close of the sale
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By Defendants. Defendants, jointly and severally, do hereby agree to fully, finally, and forever release, quit claim, and discharge Plaintiffs, jointly and severally, and as applicable, their predecessors, successors, subsidiaries, divisions, alter egos, affiliated corporations, and related entities, and their past or present officers, directors, trustees, faculty members, partners, employees, attorneys, assigns, agents, representatives, and any of all of them, from any and all claims, liabilities, demands, debts, accounts, obligations, actions, and causes of action, known or unknown, at law or in equity, which they may have had or claim to have had up through the date of the execution of this Agreement.
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By Defendants. Consistent with the representations, warranties and covenants made in this Agreement, as of the Dismissal Effective Date, Defendants and each of their respective current and future parents, subsidiaries, Affiliates, predecessors, divisions, general partners, limited partners, successors and assigns (collectively, the “Defendant Releasees”), hereby fully, finally and forever release, relinquish, acquit and discharge Plaintiff and each of its current and future parents, subsidiaries, Affiliates, predecessors, divisions, general partners, limited partners, successors and assigns (collectively, the “Plaintiff Releasees”) of and from, and covenant not to ▇▇▇, not to assign to any other person or entity a right to ▇▇▇, and not to authorize any other person or entity to ▇▇▇, any Plaintiff Releasee for, the claims, counterclaims and demands that were or could have been asserted in the District Court Case and any damages or other remedies flowing therefrom; provided, however, that the foregoing release in this Section 3.1 will not apply to any claims that arise from or relate to any breach of any representation, warranty, obligation or other term or condition of this Agreement.
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By Defendants. Defendants, on behalf of themselves and on behalf of their successors and assigns, hereby covenant and agree that they: (i) shall not take any action, including without limitation the making of disparaging statements (oral or in writing) concerning Plaintiff, that is reasonably likely to injure, impair or damage the relationships between Plaintiff and any lessor, lessee, vendor, supplier, customer, distributor, franchisee, franchisor, employer, employee, consultant, state or municipal governing body or agency, or other business associate of or person or entity having any relationship with Plaintiff, as such relationship relates to Plaintiff’s employment or conduct of business, , except that nothing in this subsection 7(b)(i) shall prohibit Defendants from testifying or providing information in response to a lawful subpoena or in the course of any court action.
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By Defendants. Except for obligations under this Agreement, Defendants (for themselves and their successors in interest, predecessors in interest, heirs, assigns, employees, attorneys, partners, officers and directors) hereby unconditionally remise, release, acquit, satisfy and forever discharge Plaintiff and his past and present agents, attorneys, accountants, insurers, servants, and employees (collectively, the “Plaintiff Released Parties”), of and from any and all Claims. Without limiting the generality of the foregoing, this release includes the release of any and all Claims which were or could have been raised or asserted by Defendants against the Artigliere Released Parties in the Action. Notwithstanding the foregoing, Defendants expressly exclude from the effect of this release and do not release: (i) the Artigliere Released Parties from the terms and conditions of this Agreement including, but not limited to, the indemnification provision in Paragraph 10 (e) herein; or (ii) the Defendant Released Parties from the terms and conditions of this Agreement.
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By Defendants. If Defendants fail to file a registration statement on Form S-3 for the 40,000 shares with the Securities and Exchange Commission within (20) business days from April 26, 2006, then, as ▇▇▇▇▇▇'▇ sole remedy, Defendants shall be liable to ▇▇▇▇▇▇ for $500 per day thereafter, until such time as the registration is filed, as liquidated damages. If the Defendants fail to deliver to ▇▇▇▇▇▇ 40,000 registered shares within one business day of the registration becoming effective, then, as ▇▇▇▇▇▇'▇ sole remedy, Defendants shall be liable to ▇▇▇▇▇▇ for $500 per day thereafter until such time as the shares are delivered.
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Related to By Defendants

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  • Successful Defense Notwithstanding any other provisions of this Agreement, to the extent Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding (including, without limitation, an action by or in the right of the Company) in which Indemnitee was a party by reason of the fact that Indemnitee is or was an Agent of the Company at any time, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with the investigation, defense or appeal of such Proceeding.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

  • Defense of Third Party Claims If an Indemnified Party’s claim for indemnification under Section 8.2, Section 8.3 or Section 8.4 is based on a claim brought by a Third Party (including without limitation a customer of the Indemnified Party with respect to a claim brought against such customer by a Third Party Rights Holder) (a “Third Party Claim”), the Indemnifying Party shall have the right, at its sole cost and expense, to defend such Third Party Claim in the name or on behalf of the Indemnified Party. The Indemnified Party will give the Indemnifying Party prompt written notice of any such Third Party Claim (a “Claims Notice”) and reasonably cooperate with the Indemnifying Party in the defense and settlement of the Third Party Claim. The Indemnified Party’s failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation which Licensor would otherwise have pursuant to this Agreement except to the extent that the Indemnifying Party has been materially prejudiced by such failure to so notify. Notwithstanding the foregoing, an Indemnified Party shall have the right (following notice to the Indemnifying Party) to retain its own counsel (which counsel is reasonably acceptable to the Indemnifying Party) and control its defense of any such Third Party Claim, with the reasonable fees and expenses to be paid by the Indemnifying Party if the Indemnifying Party shall have failed promptly to employ counsel to defend such proceeding or otherwise failed to prosecute such defense with reasonable diligence. The Indemnified Party and Indemnifying Party will enter into a joint representation agreement with counsel reasonably acceptable to both parties, specifying that the Indemnifying Party shall at all times control the defense, unless the Indemnified Party agrees otherwise, in writing, that the Indemnifying Party shall have sole authority to settle or compromise the Third Party Claim, and the reasonable fees and expenses for such counsel to be paid by the Indemnifying Party; provided, however, in the event it is not legally possible for the same counsel to represent both the Indemnified Party and the Indemnifying Party because of conflicts of interest (e.g., the conflict of interest is non-waivable), then the Indemnifying Party shall pay the reasonable fees and expenses of both counsels to the extent such fees and expenses are directly related to defending the claims for which the Indemnifying Party is responsible. The Indemnified Party shall have the right to employ separate counsel at its own cost and expense in the proceeding and, in such event, shall and shall have the right to, consult with the Indemnifying Party regarding the defense thereof; provided that, except US 1104947v.12 as otherwise provided herein, the Indemnifying Party shall at all times control such defense of such proceeding. The Indemnifying Party may not settle or compromise the claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless the settlement or compromise includes a full release of all of the Indemnified Parties. The Indemnifying Party shall pay to or for the benefit of the Indemnified Parties in cash the amount for which such Indemnified Parties are entitled to be indemnified within thirty (30) days after the settlement or compromise of such Third Party Claim or the final non-appealable judgment of a court of competent jurisdiction. An Indemnifying Party shall not be liable for any settlement or compromise of any Third Party Claim without its consent. Section 1.5 The following new Section 8.8 shall hereby be added to the Sublicense Agreement:

  • Third Party Claims If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.