Common use of Certain Claims Clause in Contracts

Certain Claims. Without limiting Parent’s obligations under any other provision of this Agreement (or under any other contractual obligation, or under the Certificate of Incorporation or By-laws of Parent), Parent shall (a) cooperate with the Investors in the defense or settlement of any claim, suit, litigation, arbitration or proceeding (“Claim”) against Parent and/or its directors that is brought or asserted by any third party (whether filed in the name of a shareholder of Parent or other third party or derivatively in the name of Parent) in which any of the Investors or any of their respective Affiliates is made a party (by subpoena or otherwise), challenging, or otherwise arising out of or relating to, this Agreement or the Xxxxx 0 Xxxxxxxx Xxxxxxxxx, and (b) reimburse the Investors for reasonable attorney’s fees and expenses incurred by the Investors or any of their respective Affiliates in connection with any Claim; provided that (i) each Investor, severally but not jointly, hereby agrees to cooperate reasonably with Parent in connection with the defense, or any proposed settlement of, any such Claim; (ii) unless in the reasonable judgment of the Investors there exists an actual or potential conflict of interest between Investors, this clause (b) shall apply only to one counsel (plus local counsel in each applicable jurisdiction) for all the Investors (it being understood that this clause (ii) shall not limit any rights a Person may otherwise have to indemnification or advancement of expenses from Parent); and (iii) this clause (b) shall not apply to any expenses incurred in connection with any Claim brought or asserted by any Person in such Person’s capacity as a limited partner or other investor in any investment fund controlled or managed by an Investor.

Certain Claims. Without limiting Parent’s 's obligations under any other provision of this Agreement (or under any other contractual obligation, or under the Certificate of Incorporation or By-laws of Parent), Parent shall (a) cooperate with the Investors in the defense or settlement of any claim, suit, litigation, arbitration or proceeding (“"Claim”") against Parent and/or its directors that is brought or asserted by any third party (whether filed in the name of a shareholder of Parent or other third party or derivatively in the name of Parent) in which any of the Investors or any of their respective Affiliates is made a party (by subpoena or otherwise), challenging, or otherwise arising out of or relating to, this Agreement or the Xxxxx 0 Xxxxxxxx XxxxxxxxxStage 1 Purchase Agreement, and (b) reimburse the Investors for reasonable attorney’s fees and reasoxxxxx xxxxxxxx'x xxxx xxx expenses incurred by the Investors or any of their respective Affiliates in connection with any Claim; provided that (i) each Investor, severally but not jointly, hereby agrees to cooperate reasonably with Parent in connection with the defense, or any proposed settlement of, any such Claim; (ii) unless in the reasonable judgment of the Investors there exists an actual or potential conflict of interest between Investors, this clause (b) shall apply only to one counsel (plus local counsel in each applicable jurisdiction) for all the Investors (it being understood that this clause (ii) shall not limit any rights a Person may otherwise have to indemnification or advancement of expenses from Parent); and (iii) this clause (b) shall not apply to any expenses incurred in connection with any Claim brought or asserted by any Person in such Person’s 's capacity as a limited partner or other investor in any investment fund controlled or managed by an Investor.

Certain Claims. Without limiting Parent’s 's obligations under any other provision of this Agreement (or under any other contractual obligation, or under the Certificate of Incorporation or By-laws of Parent), Parent shall (a) cooperate with the Investors in the defense or settlement of any claim, suit, litigation, arbitration or proceeding (“"Claim”") against Parent and/or its directors that is brought or asserted by any third party (whether filed in the name of a shareholder of Parent or other third party or derivatively in the name of Parent) in which any of the Investors or any of their respective Affiliates is made a party (by subpoena or otherwise), challenging, or otherwise arising out of or relating to, this Agreement or the Xxxxx 0 Xxxxxxxx XxxxxxxxxStage 2 Purchase Agreement, and (b) reimburse the Investors for reasonable attorney’s fees and reasoxxxxx xxxxxxxx'x xxxx xxx expenses incurred by the Investors or any of their respective Affiliates in connection with any Claim; provided that (i) each Investor, severally but not jointly, hereby agrees to cooperate reasonably with Parent in connection with the defense, or any proposed settlement of, any such Claim; (ii) unless in the reasonable judgment of the Investors there exists an actual or potential conflict of interest between Investors, this clause (b) shall apply only to one counsel (plus local counsel in each applicable jurisdiction) for all the Investors (it being understood that this clause (ii) shall not limit any rights a Person may otherwise have to indemnification or advancement of expenses from Parent); and (iii) this clause (b) shall not apply to any expenses incurred in connection with any Claim brought or asserted by any Person in such Person’s 's capacity as a limited partner or other investor in any investment fund controlled or managed by an Investor.