Claims by the Company Sample Clauses

Claims by the Company. The Company shall indemnify every Person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit, by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Person is or was a Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, manager, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the Person in connection with the defense or settlement of the action or suit, if the Person acted in good faith and in a manner the Person reasonably believed to be in, or not opposed to, the best interests of the Company, provided that no indemnification shall be made in respect of any claim, issue or matter as to which the Person shall have been adjudged to be liable to the Company, unless, and only to the extent that, the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the Person is fairly and reasonably entitled to indemnity for those expenses as the court shall deem proper.
Sample 1Sample 2
AutoNDA by SimpleDocs
Claims by the Company. The Company has made no claim in the last six years under any of the following:-
Sample 1
Claims by the Company. If the Company is entitled to bring a claim or enforce any rights it may have against any Shareholder or any Connected Party of a Shareholder then:
Sample 1
Claims by the Company. The Company represents as of the date of this Release, that none of Xxxxxxx X. Xxxxxx , Xxxxxx Xxxxx, Xxxxx Xxxxx-Xxxxxxx , nor Xxxxxxx Xxxxxxxxxxx are currently aware of any STRICTLY CONFIDENTIAL Laureate Education, Inc. Execution Copy claim that the Company, or any other Released Party, may have against Executive that arises out of or in any way relates to events, acts, conduct, or omissions occurring at any time up to and including the date of this Release, other than claims or rights arising under, or expressly preserved by, Separation Agreement.
Sample 1
Claims by the Company. The Company represents that Xxxxxx X. Xxxxxxxx has no actual knowledge of (a) any basis for any claim by any Group Company against you arising from your actions as an employee, officer, or director of the Company or any Group Company prior to the date hereof, or (b) any plan by any Group Company to bring any such claim.
Sample 1
Claims by the Company. Upon receipt by the Purchaser of a certificate signed by the Company (a “Company Certificate”) providing notice of any claim (a “Company Claim”) for Indemnifiable Damages and specifying in reasonable detail the date such Indemnifiable Damages were paid, incurred or otherwise arose, and the nature of the breach to which such Indemnifiable Damages are related, the Purchaser shall deliver to the Company as promptly as practicable, an amount equal to such Indemnifiable Damages as indemnity, unless, within thirty (30) days of the delivery of such Company Certificate, the Purchaser in good faith disputes the Company Claim set forth in such certificate, with the basis for such dispute set forth in writing in reasonable detail.
Sample 1
Claims by the Company. All claims for indemnification made --------------------- by the Company under this Agreement shall be asserted and resolved under the procedures set forth above in Sections 7.2.1 and 7.2.2. by substituting, as appropriate and along with necessary grammatical changes, "DC" for "Company" and "Company" for "DC."
Sample 1
AutoNDA by SimpleDocs
Claims by the Company. 10.1 If the Company or any of its Subsidiaries has or may have any claim against a principal or any member of that principal's Group, that principal will ensure that its nominated Directors shall not do anything to prevent or hinder the Company's Group asserting or enforcing the claim against the first mentioned principal, save for stating such objection at meetings of the Board, and that they shall, if necessary, enable all decisions regarding such claim not to include any Directors nominated by such principal. This is without prejudice to any right of such principal itself or members of its Group to dispute the claim. TAX MATTERS SURRENDER OF AND PAYMENT FOR RELIEF
Sample 1
Claims by the Company. (a) There are no matters relating to taxation in respect of which the Company (either alone or jointly with any other person) has made:
Sample 1

Related to Claims by the Company

  • Payments by the Company The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!