By Enterprise Clause Samples
By Enterprise. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Enterprise will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees, agents and managers, and each underwriter, pursuant to the applicable underwriting agreement with such underwriter of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder, and its directors, officers, employees, agents and managers, or underwriter within the meaning of the Securities Act and the Exchange Act, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder, director, officer, underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, any free writing prospectus related thereto or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors and officers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that Enterprise will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any Selling Holder, any underwriter or any controlling Person in writing specifically for use in any registration statement contemplated by this Agreement, any prospectus contained therein, any free writing prospectus related thereto or any amendment or supplement thereof, as applicable. Such indemnity shall remain in full force and effect regardless o...
By Enterprise. In the event of a breach of this Agreement by Trout Unlimited, Enterprise may, at its election and in its sole discretion, suspend performance of this Agreement until such breach is cured, or terminate this Agreement. Notice of suspension or termination of this Agreement pursuant to this subsection shall be provided by Enterprise by giving written notice to Trout Unlimited as provided herein. The effective date of such notice of termination shall be no earlier than five (5) days after the date of the notice.
By Enterprise. Effective as of the Closing Date, Enterprise shall assume and be responsible for
(i) all employment and employee benefit-related matters, obligations and Liabilities related to any Enterprise Employee, including any Transferred Individual, and the dependents or beneficiaries of any of them, to the extent arising out of any period of employment with Enterprise or any Subsidiary of Enterprise after the Closing Date;
(ii) all obligations and Liabilities related to any Enterprise Mirror Plan, whether incurred before or after the Closing Date;
(iii) all obligations and Liabilities to administer leaves of absence and related programs affecting Transferred Individuals for the period after the Closing Date as described in Section 3.2;
(iv) the obligations and Liabilities for quarterly bonuses and commissions as described in Section 4.3;
(v) all obligations and Liabilities for accrued and unused paid time off as described in Section 4.4;
(vi) the obligations and Liabilities for immigration-related matters as described in Section 4.6; and
(vii) all obligations and Liabilities related to or arising out of a claim that any Radiant Plan is a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA) with respect to participation in such plan by Enterprise Employees at any time during the Benefit Transition Period.