Defense of Criminal/Civil Matters Sample Clauses

Defense of Criminal/Civil Matters. LM, as the Indemnifying Party, shall, subject to the obligations set forth in Section 7.04(b)(iii) and (iv), assume the defense and control of any claim arising out of any alleged criminal violation, as referred to in clause (h) of the definition of "Excluded Liabilities" in Exhibit I ("Criminal Claim"), but shall allow the Indemnified Parties a reasonable opportunity to participate in the defense of the claim with their own counsel and at their own expense. In defending a Criminal Claim, LM shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Company, shall take all steps necessary in the defense or settlement of the claim, and shall at all times diligently and promptly pursue the resolution of the claim. LM shall defend such claim with the same diligence and effort as if the claim were asserted directly against it and any Damages were sought directly from it, and LM shall act prudently and in good faith to minimize such Damages. The Company shall, and shall cause each of its Affiliates, directors, officers, employees, and agents to, cooperate fully with LM in the defense of any Criminal Claim defended by LM. In the event that any civil action arises out of the Criminal Claim, or arises out of the facts underlying the Criminal Claim, as referred to in clause (h) of the definition of "Excluded Liabilities" in Exhibit I ("Civil Claim"), the Company shall assume the defense and control of such Civil Claim. LM shall, and shall cause each of its Affiliates, directors, officers, employees, and agents to cooperate fully with the Company in the defense of any Civil Claim defended by the Company.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Defense of Criminal/Civil Matters

  • Criminal or Civil Acts For the period of five years prior to the execution of this Agreement, no executive officer, director or principal stockholder of NIS has been convicted of a felony crime, filed for personal bankruptcy, been the subject of a Commission or NASD judgment or decree, or is currently the subject to any investigation in connection with a felony crime or Commission or NASD proceeding.

  • Soldiers' and Sailors' Civil Relief Act The Mortgagor has not notified the Seller, and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Relief Act or any similar state statute;

  • Compliance with Patriot Act In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Owner Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Owner Trustee. Accordingly, the Seller shall cause to be provided to the Owner Trustee upon its reasonable request from time to time such identifying information and documentation as may be available to the Seller in order to enable the Owner Trustee to comply with Applicable Law.

  • Older Workers Benefit Protection Act This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). Employee is advised to consult with an attorney before executing this Agreement.

  • Compliance with USA Patriot Act In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

  • Criminal Proceedings Any criminal complaint, indictment or criminal proceedings;

  • Labor Law By accepting this Performance Shares award, the Employee acknowledges that: (a) the grant of these Performance Shares is a one-time benefit which does not create any contractual or other right to receive future grants of Performance Shares, or benefits in lieu of Performance Shares; (b) all determinations with respect to any future grants, including, but not limited to, the times when the Performance Shares shall be granted, the number of Performance Shares subject to each Performance Share award and the time or times when the Performance Shares shall vest, will be at the sole discretion of the Company; (c) the Employee’s participation in the Plan is voluntary; (d) the value of these Performance Shares is an extraordinary item of compensation which is outside the scope of the Employee’s employment contract, if any; (e) these Performance Shares are not part of the Employee’s normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (f) the vesting of these Performance Shares will cease upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (h) these Performance Shares have been granted to the Employee in the Employee’s status as an employee of the Company or its Subsidiaries; (i) any claims resulting from these Performance Shares shall be enforceable, if at all, against the Company; and (j) there shall be no additional obligations for any Subsidiary employing the Employee as a result of these Performance Shares.

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

Time is Money Join Law Insider Premium to draft better contracts faster.