Claims and Indemnities. All rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether absolute or contingent, contractual or otherwise, in favor of a TXI Party to the extent it relates to the Chaparral Business, including the right to xxx, recover and retain such recoveries and the right to continue in the name of a TXI Party any pending actions relating to the foregoing, and to recover and retain any damages therefrom, but only to the extent relating to the Chaparral Business;
Claims and Indemnities all rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether absolute or contingent, contractual or otherwise, in favor of Xxxxxxxx-Xxxxx or any of its Subsidiaries primarily related to the Healthcare Business, including the right to xxx, recover and retain such recoveries and the right to continue in the name of Xxxxxxxx-Xxxxx and its Subsidiaries any pending actions relating to the foregoing, and to recover and retain any damages therefrom;
Claims and Indemnities. All rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether absolute or contingent, contractual or otherwise, in favor of TSC relating primarily to the eLoyalty Business, including the right to sue, xxcover and retain such recoveries and the right to continue in the name of TSC and its Subsidiaries any pending actions relating to the foregoing, and to recover and retain any damages therefrom;
Claims and Indemnities. All rights, claims, demands, causes of action, judgments, decrees, and rights to indemnity or contribution, whether absolute or contingent, contractual or otherwise, in favor of TFS relating primarily to the Microdisplay Business, including the right to xxx, recover, and retain such recoveries and the right to continue in the name of Brillian or TFS and its Subsidiaries, as appropriate, any pending actions relating to the foregoing, and to recover and retain any damages therefrom.
Claims and Indemnities. All rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether contractual or otherwise, in favor of KPMG or its Subsidiaries to the extent arising out of or relating to the Consulting Business, including those set forth on Schedule 6.5(a) hereto;
Claims and Indemnities. All rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether absolute or contingent, contractual or otherwise, in favor of Dxxx or any of its Subsidiaries relating primarily to the Transferred Businesses, including the right to sxx, recover and retain such recoveries and the right to continue in the name of Dxxx and its Subsidiaries any pending actions relating to the foregoing, and to recover and retain any damages therefrom (including all manufacturers’ warranties or guarantees related primarily to the Transferred Assets and all manufacturers’ or third party service or replacement programs related primarily to the Transferred Assets);
Claims and Indemnities. If Closing has occurred and any payment is made by WireCo to the Seller or by the Seller to WireCo in respect of any Claim for any breach of this Agreement or pursuant to an indemnity under this Agreement, the payment shall be considered as an Post-Closing adjustment to the Purchase Price paid by WireCo to the Seller for the HoldCo Shares, Accessory Contributions and Shareholder Loans under this Agreement and the Purchase Price shall be deemed to have been reduced or increased, as applicable, by the amount of such payment.
Claims and Indemnities. All rights, claims, demands, causes of ---------------------- action, judgments, decrees and rights to indemnity or contribution, whether contractual or otherwise, in favor of Baxter or any of its Subsidiaries relating Exclusively to the Xxxxxxx Business or the Transferred Assets, including those set forth on Schedule 1.2(j) hereto, including the right to --------------- xxx, recover and retain such recoveries and the right to continue in the name of Baxter and its Subsidiaries any pending actions relating to the foregoing, and to recover and retain any damages therefrom, but not including any such rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution relating to the Retained Assets, including in particular any retained third-party distribution agreements;
Claims and Indemnities. All rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether contractual or otherwise, in favor of BHC arising out of the Allegiance Business, including those set forth on SCHEDULE 4.2(x) hereto;
Claims and Indemnities all rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether absolute or contingent, contractual or otherwise, in favor of Xxxxxxxx-Xxxxx or any of its Subsidiaries relating primarily to the Neenah Business, including the right to xxx, recover and retain such recoveries and the right to continue in the name of Xxxxxxxx-Xxxxx and its Subsidiaries any pending actions relating to the foregoing, and to recover and retain any damages therefrom;
