Claims and Proceeding. Where use of the Trailer by the Renter, or any other person results in an accident or claim, or where damage or loss is sustained to the Trailer, the Renter must ensure that they
Claims and Proceeding. Schedule 12(o) is a complete and ----------------------- --------------- accurate list and description of all claims, actions, suits, proceedings and investigations currently pending or, to the best knowledge of DigiTar, threatened against DigiTar, DigiTar LLP, any Principal or the Business or any of the properties, Purchased Assets, at law or in equity, or before or by any court, municipal or other governmental department, commission, board, agency or instrumentality. Except as set forth in Schedule 12(o), none of such claims, -------------- actions, suits, proceedings or investigations will result in any liability or loss to DigiTar, DigiTar LLP, the Purchased Assets or the Business which (individually or in the aggregate) is material to DigiTar, DigiTar LLP, the Purchased Assets, or the Business and DigiTar and DigiTar LLP have not been, and are not now, subject to any order, judgment, decree, stipulation or consent of any court, governmental body or agency. No inquiry, action or proceeding has been asserted, instituted or, to the best knowledge of DigiTar, DigiTar LLP, or the Principals threatened to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of DigiTar, DigiTar LLP, and the Principals there is no basis for any claim or action which would, or could reasonably be expected to (individually or in the aggregate), have a material adverse effect on the Business or financial condition of DigiTar. To the best knowledge of DigiTar, DigiTar LLP, and the Principals no claim, complaint, suit, action, proceeding or investigation is pending or threatened against any of the Principals or to any other person or entity having an ownership interest in, or who was an officer, director, or agent of DigiTar or DigiTar LLP, which may result in any restraint, prohibition or the obtaining of damages or any other relief. (o)
Claims and Proceeding. Schedule 3.18 is a complete and accurate list and description of all claims, actions, suits, proceedings and investigations currently pending or, to the best knowledge of Seller, threatened against or affecting Seller, the Principal or the Business Segment or any of the properties, Purchased Assets, at law or in equity, or before or by any court, municipal or other governmental department, commission, board, agency or instrumentality. Except as set forth in Schedule 3.18, none of such claims, actions, suits, proceedings or investigations will result in any liability or loss to Seller, the Purchased Assets or the Business Segment which (individually or in the aggregate) is material to Seller, the Purchased Assets, or the Business Segment and Seller has not been, and is not now, subject to any order, judgment, decree, stipulation or consent of any court, governmental body or agency. No inquiry, action or proceeding has been asserted, instituted or, to the best knowledge of Seller, threatened to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of Seller, there is no basis for any claim or action which would, or could reasonably be expected to (individually or in the aggregate), have a material adverse effect on the Business Segment or financial condition of Seller. Except as set forth in Schedule 3.18, no claim, complaint, suit, action, proceeding or investigation is pending or, to Seller's actual knowledge, threatened against the Principal or to any other person or entity having an ownership interest in, or who was an officer, director, or agent of Seller, which may result in any restraint, prohibition or the obtaining of damages or any other relief.
Claims and Proceeding. Where use of the Vehicle by the Renter, and Authorised Driver or any other person results in an accident or claim, or where damage or loss is sustained to the Vehicle, the Renter must ensure that the Renter or any Authorised Driver or both (as the case may be):
Claims and Proceeding. Schedule 3.12 is a complete and accurate list and description of all claims, actions, suits, proceedings and investigations currently pending or, to Seller’s knowledge, threatened against or affecting the Business or any of the Purchased Assets, at law or in equity, or before or by any court, municipal or other governmental department, commission, board, agency or instrumentality. No inquiry, action or proceeding has been asserted, instituted or, to Seller’s knowledge, threatened to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof.
Claims and Proceeding. In the event that any person (an “Indemnitee”) entitled to indemnification under Section 13.01 or Section 13.02 is seeking such indemnification, such Indemnitee shall (a) inform, in writing, the indemnifying Party (the “Indemnitor”) as soon as reasonably practicable after such Indemnitee receives notice of such Third Party Claim, provided that the failure to notify the Indemnitor shall not relieve the Indemnitor from any liability except to the extent that such failure to notify actually adversely impacts the Indemnitor’s ability to defend such Third Party Claim; (b) permit the Indemnitor to assume direction and control of the defense of the Third Party Claim (provided, that (i) the Indemnitor promptly takes control of the defense of the Third Party Claim following receipt of a notice, and (ii) neither the Indemnitee nor the Indemnitor may settle the Third Party Claim without the prior consent of the other Party, not to be unreasonably withheld, conditioned or delayed), (c) cooperate as reasonably requested (at the expense of the Indemnitor) in the defense of the Third Party Claim, and (d) undertake all reasonable steps to mitigate any loss, damage or expense with respect to the Third Party Claim(s). Without limiting the foregoing, any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnitor in writing, or (ii) the Indemnitor has failed to assume the defense (or having elected to assume control of the defense, has failed to diligently defend such Third Party Claim) and employ counsel in accordance with this Section 13.03, in which case the Indemnitee will be allowed to control the defense. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof.
