Certain Third Party Claims. The Parties shall share equally any Collaboration Program Damages (as defined below). With respect to any Collaboration Program Damages incurred by a Party (or any of its Indemnified Persons) during the Term, such Collaboration Program Damages shall be deemed to constitute (and shall be included in) Research Costs, Development Costs or Allowed Expenses, as applicable (and the Parties shall cooperate in good faith to allocate such amount(s) to the appropriate cost category). After the Term, each Party shall reimburse the other Party for fifty percent (50%) of any Collaboration Program Damages incurred by such Party (or any of its Indemnified Persons) no later than sixty (60) days after receipt of reasonable documentation evidencing such amounts. If either Party receives notice of a Third Party Claim that arises from or is based on any Collaboration Program Activities, such party shall inform the other Party in writing as soon as reasonably practicable, and the Parties shall discuss and agree upon a strategy on how to defend against such Third Party Claim.
Certain Third Party Claims. Any Third Party Claim that both (i) results solely from actions or omissions of Buyer occurring after the Closing Date and (ii) relates to the Business or the Assets, other than any Third Party Claim subject to the indemnity of Section 8.1.
Certain Third Party Claims. 50 Section 8.3 Notification of Third Party Claims....................50 8.3.1 Timely Delivery of Claim Notice..............50 8.3.2 Late Delivery of Claim Notice................50 8.3.3 Paid or Settled Claims.......................50 Section 8.4 Defense of Claims.....................................51 Section 8.5 Access and Cooperation................................51 Section 8.6
Certain Third Party Claims. Rights of indemnification, contribution, reimbursement or other claims of Seller against third parties (including, without limitation, insurance carriers and parties to any of the Assumed Contracts) in respect of liabilities or obligations retained by Seller;
Certain Third Party Claims. Notwithstanding the foregoing, in the event of a Third Party Claim contemplated by Sections 8.01(B)(v) or 8.01(B)(vi) above, the Indemnifying Party and the Indemnified Party shall mutually agree upon one counsel on or prior to December 15, 2005 and shall mutually determine the defense of such claim or demand on or prior to January 13, 2006. The Indemnifying Party shall reimburse the Indemnified Party for the first $250,000 of the reasonable attorneys fees and expenses, reasonable paralegal fees and expenses, reasonable investigative fees and expenses and sales and use taxes imposed on such amounts, and 75% of such fees, costs, taxes and charges in excess of $250,000, in connection with the defense of such claim or demand under Sections 8.01(B)(v) or 8.01(B)(vi) above and only to the extent incurred during the two-year period following the Closing (which will be disbursed from the Indemnification Escrow Cash). Notwithstanding the first sentence of this paragraph, but subject to the following two sentences, the Indemnified Party shall control the defense of a Third Party Claim contemplated by Sections 8.01(B)(v) or 8.01(B)(vi) at such time as the Escrow Indemnification Cash is exhausted or, if earlier, on the later of (x) the first anniversary of the date hereof and (y) such time, if any, that the Indemnified Party has made claims for indemnification in accordance with this Agreement in excess of the Members' maximum indemnification obligations set forth in this Agreement for such claims (e.g. once the Indemnified Party claims more than $2,000,000 pursuant to a Third Party Claim contemplated by Sections 8.01(B)(v), 8.01(B)(vi) and/or 8.01(B)(viii) above, the Indemnified Party shall control the defense of any such claim or demand). The Indemnifying Party must consent to the settlement of a Third Party Claim contemplated by Section 8.01(B)(vi) if such settlement (x) does not provide for a "per lead" royalty during the two-year period following the Closing that is financially materially the same to the "per lead" royalty in such settlement for periods following such two-year period or (y) provides for a lump sum settlement for the two-year period following the Closing. Moreover, in the event that a Third Party Claim contemplated by Section 8.01(B)(v) is not settled by the execution of a "per lead" royalty or licensing arrangement that is financially materially the same to a "per lead" royalty or licensing arrangement consummated in connection with the settlemen...
Certain Third Party Claims. The Company, at its expense, shall -------------------------- defend the Executive against any legal action commenced against the Executive by a previous employer of the Executive which alleges that the Executive breached any noncompetition covenant by being employed pursuant to this Agreement or the Prior Employment Agreement. If any such legal action is commenced against the Executive and if the plaintiff in such action is successful on the merits and is awarded damages or expenses by a court, or the Company , in its sole discretion, agrees to the settlement of such action, the Company shall, subject to the following provisions of this Section 13, hold the Executive harmless from any loss or expense arising out of such award or settlement. Any payment made by the Company in satisfaction of such award or settlement is hereinafter called the "Payment." The Company shall be entitled to offset against any and all amounts payable to the Executive as bonus pursuant to Section 3(a) hereof following the commencement of such legal action an amount equal to 50% of the Payment; provided, however, that the offset against any single bonus amount shall not exceed 50% of such bonus amount. The Company's right to make such offsets shall continue until the aggregate amount of all such offsets shall equal 50% of the Payment. The Company's right of offset pursuant to this Section 13 is limited solely to bonus amounts payable to the Executive following the commencement of any such legal action and is not applicable to any other bonus amount or any other compensation payable to the Executive by the Company. The Company agrees that the commencement or outcome of any such legal action shall not constitute Cause within the meaning of Section 4(b) hereof.
Certain Third Party Claims. (a) Regardless of any investigation at any time made by or on behalf of Foamex or of any knowledge or information that Foamex may have, GFI indemnifies and agrees to fully defend, save and hold Foamex and any of its affiliates, other than GFI and its subsidiaries, harmless if Foamex or any of its affiliates, other than GFI and its subsidiaries, shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all reasonable attorneys' fees), claim or cause of action (collectively, "Damages") arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, the use by GFI of the Foamex Products or the inclusion of the Foamex Products in any goods or other items sold, manufactured, or produced by GFI, other than any Damages arising out of any defect in any Foamex Product or the gross negligence or wilful misconduct of Foamex.
(b) Regardless of any investigation at any time made by or on behalf of GFI or of any knowledge or information that GFI may have, Foamex indemnifies and agrees to fully defend, save and hold GFI and any of its affiliates other than Foamex and its subsidiaries, harmless if GFI or any of its affiliates other than Foamex and its subsidiaries shall at any time or from time to time suffer any Damages arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, the use by Foamex of the GFI Products or the inclusion of the GFI Products in any goods or other items sold, manufactured, or produced by GFI, other than any Damages arising out of any defect in any GFI Product or the gross negligence or wilful misconduct of GFI.
Certain Third Party Claims. Without limiting the foregoing, if at any time, in the reasonable opinion of the Indemnified Party, notice of which shall be given in writing to the Indemnifying Party, any such Third Party Claim is asserted by a Person that is a customer or supplier of the Business or seeks injunctive relief which relates to the business, operations, properties, assets, liabilities, profits or financial condition of the Indemnified Party (including, in the case of the Purchaser Indemnified Parties, the Acquired Assets, the Target Shares and the Assumed Liabilities from the Closing Date), the Indemnified Party shall have the right to control or assume (as the case may be) the defense of any such Third Party Claim and the amount of any judgment or settlement and the reasonable costs and expenses of defense (with the reasonable attorneys’ fees and expenses of one counsel) shall be included as “Indemnifiable Losses” hereunder, provided that in such event no settlement in respect of such Third Party Claim shall be entered into without the prior written consent of the Indemnifying Party. If the Indemnified Party elects to exercise such right, the Indemnifying Party shall have the right to participate in, but not control, the defense of such Third Party Claim at the sole cost and expense of the Indemnifying Party.
Certain Third Party Claims. 3 1.2.3 Unrelated and Corporate Assets . . . . . . . . . . . . . 3 1.2.4
Certain Third Party Claims. Any rights of indemnification, contribution or reimbursement that may exist under the Assigned Contracts in respect of liabilities or obligations retained by Silver State; 1.
