Company Claims. In consideration for the Employee’s commitment to the various arrangements described herein, the Company, for itself and on behalf of each Company Released Party, releases and discharges the Employee and his heirs, executors, administrators, successors and assigns from any and all claims and causes of action (except for the commitments set forth in this Agreement and the obligations under the Employment Agreement which by their nature may require either partial or total performance after the expiration of the Employment Agreement (including, without limitation, those under Sections 9, 10, 11 and 26 of the Employment Agreement)) arising out of or related to the Employee’s service or separation from service (including, but not limited to, the Employee’s service as an employee, officer, director and/or manager of the Company or any subsidiaries or affiliates of the Company) or the Employee’s role as a shareholder of the Company or any subsidiaries or affiliates of the Company, including, but not limited to, any claims relating to the General Claims, that any Company Released Party now has, ever had or may hereafter have, whether known or unknown, suspected or unsuspected, up to and including the date of this Agreement (collectively, Exhibit A “Company Claims”). The release of Company Claims made by Company Released Parties does not apply to Company Claims that arise after the date this Agreement is executed.
Company Claims. The Purchaser shall indemnify and hold harmless Company against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of: (a) any material breach or violation by the Purchaser of any covenant set forth herein or any failure to fulfill any obligation set forth herein; or (b) any material breach of any of the representations or warranties made in this Agreement by the Purchaser.
Company Claims. To the fullest extent permitted by law, and subject to the provisions of this Agreement, the Company represents, affirms, agrees and covenants that (i) it has not filed or caused to be filed on its behalf any claim for relief against any Iliad Releasee, and, to the best of its knowledge and belief, no outstanding claims for relief have been filed or asserted against any Iliad Releasee on its behalf; (ii) the Company has not reported any purported improper, unethical or illegal conduct or activities to any regulatory agency having jurisdiction over the activities of Iliad or any of its Affiliates; and (iii) it will not file, commence, prosecute or participate in any judicial or arbitral action or proceeding against any Iliad Releasee based upon or arising out of any act, omission, transaction, occurrence, contract, claim or event existing or occurring on or before the Effective Date except as required by law.
Company Claims. (a) Seller shall indemnify and hold harmless the Company, Parent, their respective successors and assigns, and each of their officers, directors, managers and employees (collectively the “Company Indemnitee”) against, and in respect of, any and all damages, fines, claims, deficiencies, losses, liabilities, and expenses (including out of pocket expenses, reasonable attorneys’ and accountants’ fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder) (collectively, “Company Losses”) resulting after the Closing Date from (i) any failure by the Seller to fulfill any obligation set forth herein that it is required to perform, (ii) any breach (which shall be determined in accordance with the last sentence of Section 10.6 hereof) of any of the representations and warranties set forth in this Agreement, (iii) any Retained Liabilities or (iv) any actual or alleged violation by Seller prior to the Closing of any federal, state or local laws affecting or regulating the delivery, billing or payment for health care services, including, without limitation, 00 X.X.X. §0000x-0x, 00 X.X.X. §0000xx or 31 U.S.C. §3729-3733 (or other federal or state laws related to false claims) and the regulations promulgated under such laws, regardless of whether any such matter (A) represents a failure of any representation or warranty contained in this Agreement to be true and correct when made or deemed made or (B) represents a breach of any warranty, covenant or agreement of Seller contained in this Agreement or (C) was disclosed to Company or Parent in this Agreement or otherwise (collectively items (i), (ii), (iii) and (iv) are hereinafter referred to as the “Company Claims”).
(b) The indemnification obligations of the Seller pursuant to Section 10.1(a)(ii) shall expire and terminate two years from the Closing Date, unless a Company Indemnitee shall have provided notice of a Company Claim to the Seller in accordance with Section 10.2. If a Company Indemnitee provides such notice prior to two years from the Closing Date, the indemnification obligations under Section 10.1(a)(ii) shall continue as to the Company Claim identified in the notice(s) until the appropriate amount of indemnification, if any, is determined, paid and satisfied in full. The cumulative indemnification obligation of Seller under Section 10.1(a)(ii) shall in no event exceed $2,000,000, inclusive of all sums in Escrow.
(c) No claim for indemnity by a Co...
Company Claims. In the event that the Company alleges that you breached any of your covenants contained in Sections 9, 10 and/or 12 hereof, the Company agrees that it shall not offset or suspend any of its severance obligations pursuant to Section 7 hereof or its obligations to make payments pursuant to Section 8 hereof, but instead shall be required to maintain a separate action for damages relating to any such alleged breach.
Company Claims. From and after the Closing, neither Sellers nor, to the Knowledge of Sellers, any of their Affiliates shall have any Claim against or owe any amount to, or be owed any amounts from, the Company or any of its subsidiaries other than (a) intercompany payables arising under the Management Services Agreement, dated March 7, 1997, as amended, between the Company and Exxxxxx, or (b) as reflected in the Company Financial Statements or (c) Claims of Affiliates of Sellers arising solely in their capacity as employees of the Company of any of its subsidiaries, and Sellers hereby waive and release all Claims of Sellers against the Company and its subsidiaries (other than those described in clauses (a) and (b) of this Section 4.13).
Company Claims. (a) The Company shall indemnify RN Parent and its Affiliates, MTVN Parent and its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (each, an “Indemnified Party”) against, and hold them free and harmless from, any and all Losses arising from or relating to (i) any failure by the Company to perform or fulfill any of its covenants or agreements contained in this Agreement, including without limitation with respect to any of the MTVN Contributions, RN Contributions or RN Included Liabilities, (ii) the Rhapsody Service, or (iii) those claims set forth on Schedule 7, in each case, arising prior to, on or after the date hereof (each, a “Company Indemnified Claim”); provided, that the Company shall not be required to indemnify an Indemnified Party against any claim arising out of the fraud, gross negligence or willful misconduct of the Indemnified Party and; provided further, that any Losses arising solely out of or relating to any breach of Section 3.01(e) hereof shall not be deemed Company Indemnified Claims. If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company will make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Claims which is permissible under applicable law. The rights of any Indemnified Party to indemnification hereunder will be in addition to any other rights any such party may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnified Party is or becomes a party or is or otherwise becomes a beneficiary under Law.
(b) The Company shall control the defense of any Company Indemnified Claim (except claims set forth on Schedule 7 for which RN Parent shall control the defense, provided, the Company shall be entitled, at its option, to control the defense of any such claim upon notification to RN Parent of such election), provided, however, if at any time, in the reasonable opinion of an Indemnified Party, notice of which shall be given in writing to the Company, (i) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interests between the Company and the Indemnified Party with respect to the Company Indemnified Claim, or (ii) upon petition by the Indemnified Party, a court rules that the Company failed or is failing to vigorously prosecute or defend such claim, t...
Company Claims. In consideration of this Agreement and the settlement of all disputes, if any, between the Company and Hord rxxxxding the terms and conditions of Hord's xxxxxyment with the Company, the termination of such employment and the amounts payable to Hord bx xxe Company, the Company, on behalf of itself, the Company Released Parties and their heirs, representatives, successors and assigns, hereby completely releases, waives and forever discharges Hord axx xis heirs and representatives from any and all claims, complaints, causes of action, rights, obligations, liabilities, grievances or demands for damages, expenses, losses or compensation of any and every kind, nature and character, known or unknown, howsoever arising which the Company Released Parties have or may have against Hord axxxxng under or in any way connected with the Employment Agreement or the termination of such agreement or arising under or with respect to Hord's xxxxxyment with or termination of employment from the Company or otherwise (collectively, the "Company Claims"). The Company Claims do not include, and the Company does not waive, any rights to enforce the Company's rights and Hord's xxxxxations under this Agreement.
Company Claims. If, on or prior to the Escrow Termination Date, it becomes known to the Company Stockholders' Representative that any of the representations and warranties set forth in Article IV of this Agreement were untrue as of the date hereof or as of the Closing Date, or that any of Parent's covenants set forth in Article V were not satisfied, the Company Stockholders' Representative shall, prior to the Escrow Termination Date, notify the Parent Stockholders' Representative and the Escrow Agent in writing of the amount of its good faith estimate of the amount of any claim, loss, liability, damage, cost or expense (including, without limitation, reasonable attorneys' fees) resulting from or incurred in connection with the breach of such representation or warranty (a "Company Claim"; Parent Claims and Company Claims are collectively and individually referred to herein as "Claims"), which notice shall include a brief description of the facts upon which such Company Claim is based. No Company Claim shall be made unless the alleged value of such Company Claim equals or exceeds $50,000 or until the aggregate alleged value of all Company Claims equals or exceeds $250,000.
Company Claims. (a) With respect to any claim set forth on Schedule 8 in which an RN Party is named as a party, RN Parent and the Company each agree that it shall bear that portion of all litigation costs and expenses (including reasonable legal fees and expenses arising out of or relating to such claims (collectively, “Litigation Costs”) allocated to such party on Schedule 8, subject to, and giving retroactive effect to, any allocation of Litigation Costs or the relative responsibility of each party as determined by the applicable court or tribunal. The parties shall negotiate in good faith to enter into an agreement providing for the allocation of Losses (excluding Litigation Costs) associated with such claims based on the relative responsibility assigned to each party by the applicable court or tribunal presiding over such claims (an “Allocation Agreement”). Each of RN Parent and the Company hereby agrees that it shall pay for any Litigation Costs so allocated, and that each of the Company and RN Parent shall have the right to enforce such obligation in a court of law. The parties agree that the applicable RN Party shall control the defense of the matters set forth on Schedule 8, provided, that the Company shall be entitled, at its option, to control the defense of any such claim or a portion thereof (to the extent such claim or a portion thereof relates solely to the Company and not to an RN Party) upon notification to RN Parent of such election. If the Company exercises its option to control the defense of any claim set forth on Schedule 8 or portion thereof pursuant to the preceding sentence, then (i) the Company shall bear the Litigation Costs associated with such defense, and RN Parent shall bear the Litigation Costs associated with the portion of such claim of which RN Parent controls the defense (if any), in each case, without regard to the Allocation Agreement (if any), and (ii) any Losses arising out of such claim shall be borne by RN Parent and the Company, respectively, based on the ruling of the applicable court or tribunal. Each of the Company and RN Parent hereby waives any claim or defense that any conflict of interests exists between the Company and RN Parent or any RN Party with respect to the matters set forth on Schedule 8, and further consents to and authorizes RN Parent’s engagement of outside and internal counsel (collectively, “RN Counsel”) to represent both RN Parent and the Company in connection with such claims for which RN Party controls the ...
