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. (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. 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. 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. 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. The Company represents and warrants that at the time of entering into this Agreement it is not aware of claims of any kind it has against You, and that it has no intention of asserting any claims of any kind against You based on present knowledge. 5. Reimbursements and Acknowledgements: The Company agrees to reimburse You for appropriately submitted business expenses, including attorney's fees in connection with the negotiation of this agreement, in an amount not to exceed $30,000, upon submission of appropriate invoices and documentation. You acknowledge that You have received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which You may be entitled as of the Effective Date of this Agreement and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to You, except as provided in this Agreement. You furthermore affirm that You have no known workplace injuries or occupational diseases. You and the Company expressly consent that this Agreement shall be given full force and effect according to each and all of its terms and provisions.
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. The Company represents and warrants that it has not sold, assigned or otherwise conveyed any claims the Company may have with respect to warrants issued by @Home to Affiliates of TCI Xxxxxxx and agrees that, upon the Merger, any such claims shall be terminated, released and waived.
Company Claims. To the extent that a Seller or a Seller Affiliate (other than the Acquired Companies) become entitled to insurance proceeds under the terms and conditions of “occurrence-based” insurance policies (other than directors and officers liability insurance) with respect to losses suffered by any Acquired Company after the Closing out of any occurrence covered by such policies occurring prior to the Closing, such Seller will use and cause its Affiliates to use Reasonable Efforts to recover the proceeds on behalf of the Acquired Companies pursuant to the policies. The applicable Seller will deliver the proceeds recovered by such Seller to the applicable Acquired Company. If a dispute arises regarding the date of any loss or occurrence, the terms of the applicable policy will govern.