Claims Against the Company Sample Clauses

Claims Against the Company. 15.1 The Grantee shall not make any claim against the Company, the Employing Company or their respective directors, shareholders, affiliates, representatives, auditors or employees for any compensation whatsoever in connection with this Agreement. 15.2 If, following delivery by the Grantee to the Company of an Exercise Notice, the Company fails or delays, due to its willful or gross negligence, to deliver the Common Shares to the Grantee within 30 Company Business Days, and as a direct result of such failure or delay the Grantee suffers damage or loss, the Grantee may claim compensation limited to the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee, if the Exercising Purchase Price is higher than the aggregate market price of the Common Shares. For the avoidance of doubt, refusal by the Company to accept the exercise by the Grantee of the Options pursuant to Clause 4 shall not be grounds for compensation under this Clause 15. 15.3 Nothing in this Clause 15 shall prohibit the Grantee from making a claim against the Company, the Employing Company or their respective directors, shareholders, affiliates, representatives, auditors or employees enforcing rights expressly provided for under the provisions of this Agreement. 15.4 If the Grantee exercises Options or disposes of Common Shares in breach of any provisions of this Agreement, the Grantee shall, upon the Company's request, refund the greater of: (a) the difference between the Exercising Purchase Price, which was paid by the Grantee to the Company, and the aggregate market price of the Common Shares at the time of acquisition by the Grantee; or (b) the entire profit which the Grantee makes by the disposal of the Common Shares. In either (a) or (b), the Grantee shall make such refund promptly in accordance with the Company's instructions.

Claims Against the Company. Except as set forth below, to the actual knowledge of the officers and directors or persons performing similar functions for the undersigned, neither the undersigned nor any of its Affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) has any claims against the Company, its directors, officers, agents and employees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) relating to the Company’s sale of Registrable Securities to the undersigned.

Claims Against the Company. The Shareholder does not have any claims against the Company other than rights or claims arising with respect to the Shareholder’s ownership of the Company Stock.

Claims Against the Company. Following the Closing, Sellers may not assert, directly or indirectly, and hereby waive, any claim, whether for indemnification, contribution, subrogation or otherwise, against the Company with respect to any act, omission, condition or event occurring or existing prior to or on the Closing Date or any obligation of the Sellers under Section 8.1. Sellers agrees not to make, directly or indirectly, and hereby waives, any claim for indemnification against the Company by reason of the fact that Sellers was a stockholder, director, officer, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, Losses, expenses or otherwise and whether such claim is pursuant to any Law, Organizational Document, Contract or otherwise) with respect to any Proceeding brought by the Buyer or the Company against the Sellers or any Affiliate thereof (whether such Proceeding is pursuant to this Agreement or otherwise).

Claims Against the Company. Except as set forth below, to the actual knowledge of the officers and directors or persons performing similar functions for the undersigned, neither the undersigned nor any of its Affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) has any claims against the Company, its directors, officers, agents and employees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) relating to the Company’s sale of Registrable Securities to the undersigned. State any exceptions here: ________________________________________________________________________________________________________________________________________________________________________________________________________________________ The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein (other than changes in beneficial ownership of Common Stock after the effectiveness of the Registration Statement) that may occur subsequent to the date hereof at any time prior to the effectiveness of the Registration Statement or while the Registration Statement remains effective. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers hereto and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

Claims Against the Company. To indemnify the Indemnitee for any Expenses incurred in connection with any Claim initiated by the Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as defined in Section 5.01(e) hereof) has consented to the initiation of such Claim; or (ii) the Claim is one to enforce indemnification rights under this Agreement or any applicable law;

Claims Against the Company. Neither the Xxxxxxxxxx Trust, NBS or Xxxxxxxxxx has any past, present or contemplated Claims again any of the Companies. Neither the Xxxxxxxxxx Trust, NDLC or Xxxxxxxxxx has any past, present or contemplated Claims against any of the Companies.

Claims Against the Company. No claim or entitlement to compensation or damages arises from termination of the Option or diminution in value of the Option or Shares acquired upon settlement of the Option resulting from termination of the Optionee as a Service Provider (for any reason whether or not in breach of the local law) and the Optionee irrevocably releases the Company and each Parent and Subsidiary from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, the Optionee shall be deemed irrevocably to have waived the Optionee’s entitlement to pursue such a claim.

Claims Against the Company. For a period of one year after the Closing, the Sellers (the “Indemnifying Party”) severally and not jointly agree to indemnify the Purchaser (each an “Indemnified Party”), against any loss, liability, claim, damage or expense (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) to which it or they may become subject arising out of or based on either (i) any breach of or inaccuracy in any of the representations and warranties or covenants or conditions made by the Sellers herein in this Agreement; or (ii) any and all liabilities arising out of or in connection with: (A) any of the assets of the Company prior to the Closing; or (B) the operations of the Company prior to the Closing.

Claims Against the Company. The Indemnifying Party shall indemnify and hold the Purchasers harmless from and against any loss, damage or expense (including reasonable attorneys’ fees) caused by or arising out of any claim made against the Company: (i) for any foreign, Federal, state or local tax of any kind arising out of or by reason of the existence or operations of the Company prior to the date of this Agreement; (ii) in respect of transactions occurring prior to the date of this Agreement arising under the Securities Act, the Exchange Act, or any state blue sky or securities law; (iii) in respect of any salary, bonus, wages or other compensation of any kind owed by the Company to its employees for services rendered on or prior to the date of this Agreement; (iv) for any damages to the environment caused by or arising out of any pollution resulting from or otherwise attributable to the operation of the business of the Company prior to the date of this Agreement; (v) in respect of any payable of the Company to the Sellers incurred prior to the date of this Agreement; and (vi) in respect of any liability or indebtedness for borrowed money or otherwise incurred on or before the date of this Agreement except as provided in Section 2.11 hereof.