By the Companies. The Companies may terminate this Agreement on written notice by Representative to the ITC upon any material breach hereof by the ITC, if the ITC has not cured such breach within 30 days after receipt of written notice from Representative.
By the Companies. The Companies may terminate the Executive's employment hereunder for any reason (with or without cause) upon 30 days written notice. In the event the Companies terminate the Executive's employment, the Companies shall pay to the Executive (i) promptly after the Executive's termination, the unpaid Annual Base Salary to which he is entitled pursuant to subsection 5(a) through the Executive's termination, and (ii) as soon as practicable after the close of the fiscal year in which the Executive's termination occurs, a prorated portion of any unpaid Bonus Compensation determined by the Boards. In addition, the Companies shall pay the Executive severance benefits as set forth in Section 7.
By the Companies. The Companies may terminate this Agreement during the Term on account of Xx. Xxxxxxx’x Disability or for Cause.
By the Companies. In consideration of the promises and consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which the Companies acknowledge, each of FFUSA and FFG, joint and severally, on behalf of itself and all of its current parents, divisions, subsidiaries, affiliates, joint venture partners, and affiliated companies, and their present and former owners, executives, officers, directors, successors, and assigns (collectively, the “Company Releasing Parties”), fully and forever, releases, waives, and forever discharges, the Executive and the Executive’s heirs, executors, and estate (the “Executive Released Parties”), from any and all claims, rights, demands, debts, obligations, actions, causes of action, losses, charges, suits, controversies, setoffs, affirmative defenses, counterclaims, costs, fees, and all liability whatsoever, or any kind of damages and relief, whether known or unknown, fixed or contingent, in all cases relating solely to or arising out of the Executive’s employment with the Companies, or separation from employment, which the Company Releasing Parties have, had, or may have in any jurisdiction against the Executive Released Parties arising on or before the date this Agreement is executed by the Companies. Each Company represents and warrants that the Company has not filed any complaints, charges or lawsuits against the Executive, and that they will not institute any claims against the Executive or the Executive Released Parties based on the claims which the Companies are releasing under this Agreement. As of the Separation Date, the current Board and senior management of the Companies are presently unaware of any complaints, charges or lawsuits brought by any Company Releasing Party against the Executive. This release by the Companies is subject to Section 3(c). SEPARATION AGREEMENT 6
By the Companies. Each Company shall indemnify, defend and hold harmless AMI from and against any and all liability, claims, costs, losses, damages and expenses, regardless whether contingent, absolute, unliquidated or liquidated, immature or mature, including, without limitation, reasonable accountants’, actuaries’, expert witness’ or witnesses’ (regardless whether consulting or testifying) and attorneys’ fees (“Damages”), which AMI may suffer or incur on account of: (i) the operation and management of the Company by the Company, or by any party other than AMI, at any time before the Effective Date; (ii) the failure of the Company to perform or the negligent performance of any covenant, obligation, agreement or duty made or arising hereunder; (iii) the breach of any warranty or representation made by the Company; or, (iv) except as set forth in Section 6(B) below, AMI’s management and operation of the Company.
By the Companies. The Companies may assign, delegate, or transfer this Agreement and all of the Companies' rights and obligations under this Agreement to any of its subsidiaries or to any business entity that by merger, consolidation, or otherwise acquires all or substantially all of the assets of the Companies or to which the Companies transfers all or substantially all of its assets. Upon assignment, delegation or transfer, any affiliate, subsidiary, or business entity related to the Companies shall be deemed to be substituted for the Companies for all purposes of this Agreement.
By the Companies. Upon the terms and subject to the conditions set forth in this Article 10, the Companies, jointly and severally, shall indemnify and hold harmless Buyer and its Affiliates, and their respective shareholders, directors, officers, employees, agents and other representatives (collectively, the “Buyer Indemnified Parties”), from and against all Claims asserted against, imposed upon or incurred by any Buyer Indemnified Party, directly or indirectly, by reason of, arising out of or resulting from: (a) subject to Section 8.1 above, any inaccuracy or breach of any representation or warranty of any Company contained in or made pursuant to this Agreement; (b) any breach of any covenant of any Company contained in or made pursuant to this Agreement; (c) any of the Excluded Assets or Excluded Liabilities; or (d) any Liability for Taxes of or against any Company for all Tax periods ending on or prior to the Closing Date and for that portion of all tax periods that include the Closing Date up to the day prior to the Closing Date, in each case, other than the Assumed Liabilities.
By the Companies. Each of the Companies represents and warrants that:
a. It exclusively owns, and has full, clear and exclusive title to the IP Rights, free and clear of any liens, pledges, encumbrances or any other third party rights, except as otherwise set forth on the respective sub-exhibit of Exhibit B.
b. All prior licenses, covenants, and other third party rights granted under the IP Rights are set forth on the respective sub-exhibit of Exhibit B.
c. It has disclosed to IPNav and listed on the respective sub-exhibit of Exhibit B, all prior attempts to enforce or monetize the IP Rights, whether through correspondence, litigation or otherwise.
d. The IP Rights have never been held invalid or unenforceable.
e. It has disclosed to IPNav all prior art it is aware of in connection with the IP Rights.
f. Other than as provided on the respective sub-exhibit of Exhibit D, there are no terminal disclaimers of any kind related to or arising from the IP Rights. The respective sub-exhibit of Exhibit D includes a list of all terminal disclaimers that exist with respect to the IP Rights and a detailed description of each such terminal disclaimer. Further, other than as provided on the respective sub-exhibit of Exhibit D, there are no US patent applications of any kind constituting an IP Right. The respective sub-exhibit of Exhibit D includes a list of all pending US patent applications and the respective confirmation numbers issued by the USPTO therefor.
By the Companies. The Companies agree to protect, indemnify, and hold harmless MWCC, its affiliates, and the employees, officers, and directors thereof, from and against any and all losses, damages, liabilities, costs, and expenses (including attorneys' fees and expenses), judgments, damages, claims, demands, offsets, defenses, counterclaims, actions, or proceedings ("Losses") by whomsoever asserted, including, without limitation: (i) the Account Holders or other persons responsible for the payment of Accounts; (ii) any Person or persons who prosecute or defend any proceedings as representatives of or on behalf of a class or interest group; (iii) any governmental instrumentality; or (iv) any other third party, arising out of, connected with or resulting from:
a. Sale of Goods and/or Services arising under a CommerciaLine Agreement;
b. any transaction, contract, understanding, promise, representation, or any other relationship, actual, asserted, or alleged, between any Company and any Account Holder relating to an Account;
c. any act, or omission where there was a duty to act, by any Company or its employees, officers, directors, shareholders, agents, lessees, franchisees or any independent contractors hired by any Company, relating to an Account or items of Indebtedness relating to an Account;
d. any breach by any Company of any of the terms, covenants, representations, warranties, or other provisions contained in this Agreement or any other instrument or document delivered by any Company to MWCC in connection herewith or therewith;
e. the failure of any Company to comply with all laws, rules or regulations applicable to it;
f. any agreement, arrangement, understanding or course of dealing between any Company and any of its affiliates (other than General Electric Company or any of its subsidiaries). Excluded from the foregoing indemnity shall be any Losses to the extent the same arise out of or result from any violation by MWCC of law, this Agreement, a CommerciaLine Agreement or any agreement, understanding or promise between MWCC and any Account Holder relating to the Account thereof.
By the Companies. The Companies, jointly and severally, hereby indemnify and hold harmless Buyer, its Affiliates and their respective officers, directors, employees, partners, members, shareholders, advisors, representatives and agents (collectively, the “Buyer Indemnified Parties”) from and against all claims, damages, losses and Liabilities (including, without limitation, any reasonable legal, accounting or other expenses for investigating or defending any actions or threatened actions and any loss of profits or earnings, or diminution in value or other such damages) (collectively, the “Losses”) as a result of, in connection with, based on, related to or arising from (a) breach of any representation or warranty of either of the Companies contained in this Agreement (provided, that for purposes of determining the amount of Losses for a breach of such representation or warranty (but not for determining whether any such breach occurred), any materiality qualifiers and Material Adverse Effect qualifiers contained in such representation or warranty shall be disregarded); (b) the Companies non-fulfillment or non-performance on the part of the Companies of any covenant or agreement, contained in any Transaction Document; (c) all Taxes (or the non-payment thereof) of the Companies for all taxable periods ending on or before the Closing Date and, with respect to any taxable period that includes (but does not end on) the Closing Date, for that portion of such taxable period through the end of the Closing Date, and any and all Taxes of any Person imposed on the Companies as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; (d) any Excluded Asset or Excluded Liability; and (e) any noncompliance with applicable fraudulent transfer Laws in connection with the transactions contemplated by this Agreement.
