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.
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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.
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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.
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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 Master Separation Agreement 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.
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Related to Existing Litigation Matters

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Certain Litigation Matters The Owner Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.

  • Pending Litigation Financial position and prospective long-term profitability of the Single Tenderer, and in the case the Tenderer is a JV, of each member of the JV, shall remain sound according to criteria established with respect to Financial Capability under paragraph I (i) above assuming that all pending litigation will be resolved against the Tenderer. Tenderer shall provide information on pending litigations as per Form CON-2.

  • Union Matters An accurate list and description (in all material respects) of union contracts and collective bargaining agreements of Target, if any (Annex QQ).

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.

  • INDEMNIFICATION, LITIGATION The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

  • Insurance Matters The Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to the Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.

  • Certain Litigation The Company shall promptly advise Parent of any litigation commenced after the date hereof against the Company or any of its directors (in their capacity as such) by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby, and shall keep Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any such stockholder litigation and agrees that it shall not settle or offer to settle any such stockholder litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

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