Covenant Not to File a Claim and Indemnification. (a) Each of the Company Parties agrees not to file for themselves or on behalf of any other parties, any claim, charge, complaint, action, or cause of action against any Ascent Party related to the Company Released Claims, and further agrees to indemnify and save harmless such Ascent Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such Company Party against any Ascent Party in violation of the terms and conditions of this Agreement. In the event that any Company Party brings a suit against any Ascent Party in violation of this covenant, the Company agrees to pay any and all costs of the Ascent Parties, including attorneys’ fees, incurred by such Ascent Parties in challenging such action. Any Ascent Party is an intended third-party beneficiary of this Agreement.
(b) Each of the Ascent Parties agrees not to file for themselves or on behalf of any other parties, any claim, charge, complaint, action, or cause of action against any Company Party related to the Ascent Released Claims, and further agrees to indemnify and save harmless such Company Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such Ascent Party against any Company Party in violation of the terms and conditions of this Agreement. In the event that any Ascent Party brings a suit against any Company Party in violation of this covenant, Ascent agrees to pay any and all costs of the Company Parties, including attorneys’ fees, incurred by such Company Parties in challenging such action. Any Company Party is an intended third-party beneficiary of this Agreement.
Covenant Not to File a Claim and Indemnification. (a) From and following the Closing, and conditioned on the occurrence thereof, Sollensys and SCARE, each on its own behalf and on behalf of the Sollensys Parties, agrees not to file for itself or on behalf of any other Sollensys Party, any claim, charge, complaint, action, or cause of action against any Celerit Party related to the Sollensys Released Claims, and agrees to indemnify and save harmless such Celerit Parties from and against any and all Losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such Sollensys Party against any Celerit Party in violation of the terms and conditions of this Agreement. In the event that any Sollensys Party brings a suit against any Celerit Party in violation of this covenant, Sollensys and SCARE agree to pay any and all Losses and costs of the Celerit Parties, including reasonable attorneys’ fees, incurred by such Celerit Parties in challenging such action. Any Celerit Party is an intended third-party beneficiary of this Agreement.
(b) From and following the Closing, and conditioned on the occurrence thereof, each Celerit Releasing Party, on behalf of itself and on behalf of each of the Celerit Parties, agrees not to file for itself or on behalf of any Celerit Party, any claim, charge, complaint, action, or cause of action against any Sollensys Party related to the Celerit Released Claims, and the Celerit Parties other than Mx. Xxxxxx each further agrees to indemnify and save harmless such Sollensys Parties from and against any and all Losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such Celerit Party against any Sollensys Party in violation of the terms and conditions of this Agreement. In the event that any Celerit Party brings a suit against any Sollensys Party in violation of this covenant, the Celerit Releasing Parties other than Mx. Xxxxxx agree to pay any and all Losses and costs of the Sollensys Parties, including reasonable attorneys’ fees, incurred by such Sollensys Parties in challenging such action. Any Sollensys Party is an intended third-party beneficiary of this Agreement.
Covenant Not to File a Claim and Indemnification. Holder, on its own behalf and on behalf of the other Holder Parties, agrees not to file for itself or on behalf of any other Holder Party, and agrees not to be a party to or assist in, any suit, claim, charge, complaint, action, or cause of action against any CMGR Party related to the Holder Released Claims, and further agrees to indemnify and save harmless such CMGR Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such Holder Party against any CMGR Party in violation of the terms and conditions of this Agreement. In the event that any Holder Party brings a suit, or is a party to any suit or assists in any suit, against any CMGR Party in violation of this covenant, Hxxxxx agrees to pay any and all costs of the CMGR Parties, including attorneys’ fees, incurred by such CMGR Parties in challenging such action. Any CMGR Party is an intended third-party beneficiary of this Agreement.
Covenant Not to File a Claim and Indemnification. Each Releasing Party, on its own behalf and on behalf of its other Releasing Entities, agrees not to file for itself or on behalf of any of its Releasing Entities, and agrees not to be a party to or assist in, any suit, claim, charge, complaint, action, or cause of action against any Released Party related to the Released Claims, and further agrees to indemnify and save harmless such Released Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any of the Releasing Parties’ Releasing Entities against any Released Party in violation of the terms and conditions of this Agreement. In the event that any of the Releasing Parties’ Releasing Entities brings a suit, or is a party to any suit or assists in any suit, against any Released Party in violation of this covenant, the related Releasing Party agrees to pay any and all costs of the Released Parties, including attorneys’ fees, incurred by such Released Parties in challenging such action. Any Released Party is an intended third-party beneficiary of this Agreement.
Covenant Not to File a Claim and Indemnification a. The Kirschen Parties agree not to file for themselves or on behalf of any other party, any claim, charge, complaint, action, or cause of action against the Company Parties related to or arising from the Released Claims, and further agree to indemnify and save harmless the Company Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by the Kirschen Parties against the Company Parties in violation of this Agreement. In the event that any Kirschen Party brings a suit against the Company Parties in violation of this covenant, the Kirschen Parties agree to pay any and all costs of Company Parties, including attorneys’ fees, incurred by Company Parties in challenging such action.
b. The Bafer Parties agree not to file for themselves or on behalf of any other party, any claim, charge, complaint, action, or cause of action against the Kirschen Parties related to or arising from the Bafer Released Claims, and further agree to indemnify and save harmless the Kirschen Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by the Bafer Parties against the Kirschen Parties in violation of this Release. In the event that any Bafer Party brings a suit against the Kirschen Parties in violation of this covenant, the Bafer Parties agree to pay any and all costs of Kirschen Parties, including attorneys’ fees, incurred by Releasor Parties in challenging such action.
Covenant Not to File a Claim and Indemnification. (i) The Company agrees, as of the Closing Date and conditioned on the occurrence of the Closing, not to file for itself or on behalf of any of the other Company Parties, and agrees not to be a party to or assist in, any suit, claim, charge, complaint, action, or cause of action against any of the Creditor Parties related to the Company Released Claims, and further agrees to indemnify and save harmless such Creditor Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any of the Company Parties against any of the Creditor Parties in violation of the terms and conditions of this Agreement. In the event that any of the Company Parties brings a suit, or is a party to any suit or assists in any suit, against any of the Creditor Parties in violation of this covenant, the Company agrees to pay any and all costs of the Creditor Parties, including attorneys’ fees, incurred by such Creditor Parties in challenging such action. Each of the Creditor Parties is an intended third-party beneficiary of this Agreement.
(ii) Creditor agrees, as of the Closing Date and conditioned on the occurrence of the Closing, not to file for itself or on behalf of any of the other Creditor Parties, and agrees not to be a party to or assist in, any suit, claim, charge, complaint, action, or cause of action against any of the Company Parties related to the Creditor Released Claims, and further agrees to indemnify and save harmless such the Company Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any of the Creditor Parties against any of the Company Parties in violation of the terms and conditions of this Agreement. In the event that any of the Creditor Parties brings a suit, or is a party to any suit or assists in any suit, against any of the Company Parties in violation of this covenant, Creditor agrees to pay any and all costs of the Company Parties, including attorneys’ fees, incurred by such the Company Parties in challenging such action. Each of the Company Parties is an intended third-party beneficiary of this Agreement.
Covenant Not to File a Claim and Indemnification. Each Releasing Party agrees not to file, and agrees not to be a party to or assist in, any suit, claim, charge, complaint, action, or cause of action against any Released Party directly related to the Released Claims, and further agrees to indemnify and save harmless such Released Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by such Releasing Party in violation of the terms and conditions of this Agreement.
Covenant Not to File a Claim and Indemnification. (a) Each of the Company Parties agrees not to file for themselves or on behalf of any other parties, any claim, charge, complaint, action, or cause of action against any Wang Party related to the Company Released Claims, and further agrees to indemnify and save harmless such Wang Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such Company Party against any Wang Party in violation of the terms and conditions of this Agreement. In the event that any Company Party brings a suit against any Wang Party in violation of this covenant, the Company agrees to pay any and all costs of the Wang Parties, including attorneys’ fees, incurred by such Wang Parties in challenging such action. Any Wang Party is an intended third-party beneficiary of this Agreement.
(b) Each of the Wang Parties agrees not to file for themselves or on behalf of any other parties, any claim, charge, complaint, action, or cause of action against any Company Party related to the Wang Released Claims, and further agrees to indemnify and save harmless such Company Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such Wang Party against any Company Party in violation of the terms and conditions of this Agreement. In the event that any Wang Party brings a suit against any Company Party in violation of this covenant, Xx. Xxxx agrees to pay any and all costs of the Company Parties, including attorneys’ fees, incurred by such Company Parties in challenging such action. Any Company Party is an intended third-party beneficiary of this Agreement.
Covenant Not to File a Claim and Indemnification. (a) Each of EDRG Parties agrees not to file for themselves or on behalf of any other parties, any claim, charge, complaint, action, or cause of action against any Txxxxx Party related to EDRG Released Claims, and further agrees to indemnify and save harmless such Txxxxx Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such EDRG Party against any Txxxxx Party in violation of the terms and conditions of this Agreement. In the event that any EDRG Party brings a suit against any Txxxxx Party in violation of this covenant, EDRG agrees to pay any and all costs of the Txxxxx Parties, including attorneys’ fees, incurred by such Txxxxx Parties in challenging such action. Any Txxxxx Party is an intended third-party beneficiary of this Agreement.
(b) Each of the Txxxxx Parties agrees not to file for themselves or on behalf of any other parties, any claim, charge, complaint, action, or cause of action against any EDRG Party related to the Txxxxx Released Claims, and further agrees to indemnify and save harmless such EDRG Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such Txxxxx Party against any EDRG Party in violation of the terms and conditions of this Agreement. In the event that any Txxxxx Party brings a suit against any EDRG Party in violation of this covenant, Txxxxx agrees to pay any and all costs of EDRG Parties, including attorneys’ fees, incurred by such EDRG Parties in challenging such action. Any EDRG Party is an intended third-party beneficiary of this Agreement.
Covenant Not to File a Claim and Indemnification. The Releasor Parties agree not to file for themselves or on behalf of any other party, any claim, charge, complaint, action, or cause of action against the Released Persons and Entities related to or arising from the Released Claims, and further agree to indemnify and hold harmless the Released Persons and Entities from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any Releasor Party or any third party against any of the Released Persons and Entities in violation of this Release. In the event that any party brings a suit against any of the Released Persons and Entities, in violation of this covenant, in relation to and/or arising from any actions or inactions and activities taken on behalf of any of the Releasor Parties, provided only that such actions and activities are not found to have been illegal, the Releasor Parties agree to pay any and all costs of the Released Persons and Entities, including attorneys' fees, incurred by the Released Persons and Entities in challenging such action. In the event that any Releasor Party brings a suit against any of the Released Persons and Entities in violation of this covenant, the Releasor Parties agree to pay any and all costs of the Released Persons and Entities, including attorneys' fees, incurred by the Released Persons and Entities in challenging such action.
