Common use of Claims Against Officers and Directors Clause in Contracts

Claims Against Officers and Directors. There are no pending or, to the Seller’s Knowledge, threatened claims against any director, officer, employee or agent of the Company, the Subsidiaries or any other Person, which could give rise to any claim for indemnification against the Company or the Subsidiaries or cause the Company or the Subsidiaries to incur any material liability or otherwise suffer or incur any material Loss.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (American Real Estate Partners L P), Purchase Agreement (American Real Estate Partners L P)

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Claims Against Officers and Directors. There are no pending or, to the Seller’s Knowledge's knowledge, threatened claims against any director, officer, employee or agent of the Company, the Subsidiaries or any other Person, which could give rise to any claim for indemnification against the Company or the Subsidiaries or cause the Company or the Subsidiaries to incur any material liability or otherwise suffer or incur any material Loss.

Appears in 2 contracts

Samples: Note Purchase Agreement (American Real Estate Partners L P), Note Purchase Agreement (Icahn Carl C Et Al)

Claims Against Officers and Directors. There are no pending or, to the Seller’s Knowledgebest knowledge of Seller or the Company, threatened claims against any director, officer, employee or agent of the Company, the Subsidiaries Company or any other Person, Person which could give rise to any claim for indemnification against the Company or the Subsidiaries or cause the Company or the Subsidiaries to incur any material liability or otherwise suffer or incur any material LossCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Health Power Inc /De/)

Claims Against Officers and Directors. There are no ---------------------------------------------------- pending or, or (to the such Seller’s Knowledge, 's knowledge) threatened claims against any director, officer, employee or agent of the Company, the Subsidiaries Company or any other Person, Person or Governmental Authority which could give rise to any claim for indemnification against the Company or the Subsidiaries or cause the Company or the Subsidiaries to incur any material liability or otherwise suffer or incur any material LossCompany.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Corvis Corp)

Claims Against Officers and Directors. There are no pending or, to the Knowledge of Seller’s Knowledge, threatened claims against any current or former director, officer, employee or agent of the CompanyCorporation, the any of its Subsidiaries or any other Person, which could give rise to any claim for indemnification against the Company Corporation or the any of its Subsidiaries or cause the Company Corporation or the any of its Subsidiaries to incur any material liability or otherwise suffer or incur any material Loss.

Appears in 1 contract

Samples: Stock Purchase Agreement (Icahn Enterprises L.P.)

Claims Against Officers and Directors. There are no pending or, to the Seller’s Shareholders’ Knowledge, threatened claims against any director, officer, employee or agent of the Company, the Subsidiaries Corporation or any other Person, which could give rise to any claim for indemnification against the Company or the Subsidiaries Corporation or cause the Company or the Subsidiaries Corporation to incur any material liability or otherwise suffer or incur any material Loss.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Real Estate Partners L P)

Claims Against Officers and Directors. There are no pending or, to the best knowledge of Seller’s Knowledge, threatened claims against any director, officer, employee or agent of the Company, the Subsidiaries Seller or any other Person, Person related to the Business or the Assets which could give rise to any claim for indemnification against the Company or the Subsidiaries or cause the Company or the Subsidiaries to incur any material liability or otherwise suffer or incur any material LossSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Health Power Inc /De/)

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Claims Against Officers and Directors. There are no pending or, to the SellerShareholder’s Knowledge, threatened claims against any director, officer, employee or agent of the CompanyCorporation, the Subsidiaries or any other Person, which could give rise to any claim for indemnification against the Company Corporation or the Subsidiaries or cause the Company Corporation or the Subsidiaries to incur any material liability or otherwise suffer or incur any material Loss.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Real Estate Partners L P)

Claims Against Officers and Directors. There are no pending or, to the Seller’s Knowledge's knowledge, threatened claims against any director, officer, employee or agent of the Company, the Subsidiaries Seller or any other Person, Person which could give rise to any claim for indemnification against the Company or the Subsidiaries or cause the Company or the Subsidiaries to incur any material liability or otherwise suffer or incur any material LossSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Poindexter J B & Co Inc)

Claims Against Officers and Directors. There are no pending or, to the Seller’s Knowledgeknowledge of Seller and the Stockholders, threatened claims against any director, officer, members, managers, employee or agent of the Company, the Subsidiaries Seller or any other Person, Person which could give rise to any claim for indemnification against the Company or the Subsidiaries or cause the Company or the Subsidiaries to incur any material liability or otherwise suffer or incur any material LossSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Devry Inc)

Claims Against Officers and Directors. There The are no pending or, to the Seller’s KnowledgeKnowledge of the Sellers and the Directors and officers (and employees with responsibility for insurance matters) of the Company, threatened claims against any director, officer, employee or agent of the Company, the Subsidiaries Company or any other Person, Person which could give rise to any claim for indemnification against the Company or the Subsidiaries or cause the Company or the Subsidiaries to incur any material liability or otherwise suffer or incur any material LossCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Boxlight Corp)

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