By Universal. Universal shall, and shall cause its Subsidiaries to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Universal Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished. Notwithstanding the foregoing, at any time prior to obtaining Universal Stockholder Approval, in response to a bona fide written Universal Takeover Proposal that the Board of Directors of Universal determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to lead to a Universal Superior Proposal, and which Universal Takeover Proposal was made after the date of this Agreement and did not otherwise result from a breach of this Section 7.3, Universal may, if its Board of Directors determines in good faith (after consultation with outside counsel) that the failure to do so would be inconsistent with its fiduciary duties to the stockholders of Universal under Applicable Laws, and subject to compliance with Section 7.3(c) and after giving Hanover written notice of such determination, (x) furnish information with respect to Universal and its Subsidiaries to the person making such Universal Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement not less restrictive of such person than the Confidentiality Agreement, provided that all such information has previously been provided to Hanover or is provided to Hanover prior to or substantially concurrently with the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Universal Takeover Proposal (and its Representatives) regarding such Universal Takeover Proposal.
By Universal. One Director shall be designated by Universal by the written instructions of Universal, subject to the reasonable approval of a Majority of Stockholders, and may be removed only by the written instructions of Universal; provided, however, that Universal shall no longer have the right to designate and remove its Director from and after such time as Universal shall no longer meet the Universal Designee Threshold.
By Universal. Universal shall defend, indemnify and forever hold harmless Licensee from and against all claims (whether actual, threatened and whether justified or not), liabilities, losses, costs, damages, demands, actions, causes of action, suits, proceedings, judgments and expenses including, without limitation, amounts paid in settlement, reasonable attorneys' fees, court costs and other legal expenses arising out of, connected with and/or relating to any material breach by Universal of any of its representations or warranties set forth in Paragraph 23(b) above, provided that prompt written notice is given to Universal of any such claim or suit; and provided, further, that Universal shall have the option to undertake, conduct or control the litigation and/or settlement of any such claim or suit including, without limitation, the selection of counsel. The provisions of this Paragraph shall survive termination of this Agreement.
By Universal. Subject to the provisions of subsection 9.3 of these Terms, Universal hereby agrees to and shall defend, indemnify, reimburse, and hold harmless Customer and its parents, subsidiaries, affiliates, officers, directors, shareholders, members, managers, employees, partners, and agents (each, including Customer, a “Customer indemnified party”) from and against, and shall reimburse Customer indemnified parties for, each and every any loss, damage, injury, harm, detriment, liability, exposure, claim, demand, suit, action, settlement, judgment, award, fee, charge, cost or expense (including costs of attempting to avoid or in opposing the imposition thereof, interest, penalties, costs of preparation and investigation, and the fees for, and disbursements and expenses of, attorneys, accountants and other professional advisors and experts) (any of the foregoing a “Loss”) brought or claimed by any third party against any Customer indemnified party or owed or incurred by any Customer indemnified party to a third party (any of the foregoing, a “third party claim”) to the extent any such third party claim arises out of, results from, or relates to any breach of Universal’s Limited Product warranty, except to the extent any such third party claim has been caused, aggravated, or increased by or is the result of: (i) a breach of any warranty, representation, covenant, or agreement made by Customer under the parties’ Agreement, (ii) the negligence or willful misconduct of any Customer indemnified party, or (iii) any Customer indemnified party’s misuse or alterations of the goods or the labels, warnings, or instructions associated with the goods provided by Universal (collectively, “Universal’s indemnification obligation”). Each Customer indemnified party seeking indemnification shall give Universal prompt, written notice of any third party claim which implicates Universal’s indemnification obligation and shall reasonably cooperate with Universal’s defense and resolution of such third party claim. Notwithstanding the foregoing, IN NO EVENT SHALL UNIVERSAL’S INDEMNIFICATION OBLIGATION INCLUDE AN OBLIGATION TO INDEMNIFY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND, EXCEPT TO THE EXTENT UNIVERSAL IS ITSELF DIRECTLY LIABLE FOR SUCH DAMAGES AND NO CUSTOMER INDEMNIFIED PARTY CONTRIBUTED TO SUCH DAMAGES.
By Universal
