Existing Litigation Matters Sample Clauses
Existing Litigation Matters. Freescale agrees that the Existing IP Litigation Matters constitute pre-existing Third Party Claims, as that term is defined below in Section 8.3(d)(i), which were initiated prior to the Effective Date and for which proper notice has been given, and Freescale hereby expressly assumes control of such Existing IP Litigation Matters pursuant to Section 8.3(d)(i) as the Indemnifying Party. The parties further agree that the Existing IP Litigation Matters will remain and be treated as Third Party Claims after the Effective Date. Notwithstanding anything to the contrary in the Intellectual Property License Agreement, Freescale agrees to indemnify Motorola for the Existing IP Litigation Matters pursuant to the terms of indemnification set forth below in Article 8 for any and all Damages incurred or suffered by Motorola whether such Damages arise or accrue prior to, on or following the Effective Date. Motorola agrees that the outside legal counsel currently retained by Freescale in the Existing IP Litigation Matters may continue to represent the interests of both Freescale and Motorola, subject to Motorola’s rights pursuant to Section 8.3(d)(ii) and Section 8.3(d)(iii) below. Motorola further agrees that it will cooperate and assist Freescale in preserving and enforcing any third Person intellectual property indemnification protection rights available to Motorola in connection with the Existing IP Litigation Matters.
Existing Litigation Matters. Verigy agrees that the existing litigation matters listed on Schedules 1 and 2 (the "Existing Litigation Matters") of the Litigation Disclosure Letter constitute pre-existing Third Party Claims, as that term is defined below in Section 9.3(d)(i), which were initiated prior to the Separation Date and for which proper notice has been given. The parties further agree that the Existing Litigation Matters will remain and be treated as Third Party Claims after the Separation Date. Verigy agrees to indemnify, defend and hold harmless Agilent for the Existing Litigation Matters pursuant to the terms of indemnification set forth below in Article 9 for any and all Damages incurred or suffered by Agilent whether such Damages arise or accrue prior to, on or following the Separation Date.
Existing Litigation Matters. Attached hereto is a schedule setting forth certain existing litigation matters to which Besicorp or any one or more of the Remaining Subsidiaries is a party (collectively, the "Existing Litigation Matters"). Concurrently herewith, Besicorp has assigned to BL its right to prosecute and to receive all settlement proceeds, awards and profits under the Existing Litigation Matters and BL has agreed to assume the defense of the Existing Litigation Matters. The disposition of the Existing Litigation Matters shall be governed pursuant to the provisions of Section 7 and shall be subject to all of the rights and obligations of Section 7 except that BL shall have the right to contest, defend, litigate or settle such Existing Litigation Matters (in accordance with the provisions of Section 7) without (a) acknowledging its indemnification obligations regarding such Existing Litigation Matters or (b) providing evidence of its ability to pay such Existing Litigation Matters and related expenses. Notwithstanding anything to the contrary contained herein, each and every controversy or claim arising out of or relating to indemnification for Damages pursuant to this Section 8 which BL and the Purchaser Indemnitees have not resolved shall be resolved in accordance with Section 6(b) of this Indemnification Agreement.
Existing Litigation Matters. GasCo agrees that the Existing Litigation Matters constitute pre-existing Third Party Claims, as that term is defined below in Section 7.3(d)(i), which were initiated prior to the Effective Date and for which proper notice has been given, and GasCo hereby expressly agrees to indemnify and assumes control of such Existing Litigation Matters pursuant to Section 7.3(d)(i) as the Indemnifying Party. The parties further agree that the Existing Litigation Matters will remain and be treated as Third Party Claims to be indemnified by GasCo after the Effective Date.