Independent Claims Sample Clauses

Independent Claims. In the event that an SP Indemnified Party believes it is entitled to indemnification under this Section 11.2 by the Buyer and such Loss does not involve a third-party as contemplated by Section 11.2(d) above, then such SP Indemnified Party shall give prompt notice thereof to the Buyer in order to permit the Buyer time to evaluate the merits of such demand. Within thirty (30) calendar days after such notice, the Buyer shall pay such SP Indemnified Party or Parties such amounts demanded or object to such demand by delivering written notice thereof to Seller or to each SP Indemnified Party disclosed on the original notice. If the Buyer objects to such demand within the 30 day period set forth herein, such dispute shall be settled pursuant to Section 13.10 of this Agreement.
Sample 1
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Independent Claims. In the event that a Buyer Indemnified Party believes it is entitled to indemnification under this SECTION 11.1 by the Selling Parties and such Loss does not involve a third-party as contemplated by SECTION 11.1(D) above, then such Buyer Indemnified Party shall give prompt notice thereof to the Selling Parties in order to permit the Selling Parties time to evaluate the merits of such demand. If the Buyer has not received written notice of an objection to the payment of such amounts from the Selling Parties (a copy of which shall be sent by the Selling Parties to each Buyer Indemnified Party disclosed on the original notice) within thirty (30) calendar days after receipt of the Buyer Indemnified Party's notice, Buyer Indemnified Party or Parties may deduct such Loss from the Deferred Amount or, if the Deferred Amount has been depleted, the Selling Parties shall pay such Buyer Indemnified Party or Parties such amounts demanded. If the Selling Parties object to such indemnification demand within the 30 day period set forth herein, such dispute shall be settled pursuant to SECTION 13.10 of this Agreement.
Sample 1
Independent Claims. In the event that a Purchaser Indemnified Party believes it is entitled to indemnification under this Section 9.01 by Shareholder which does not involve a third-party as contemplated by Section 9.01(e) above, then such Purchaser Indemnified Party shall give prompt notice thereof to Shareholder, with a copy to the Escrow Agent, in order to permit Shareholder time to evaluate the merits of such demand. If the Escrow Agent has not received written notice of an objection to the payment of such amounts from Shareholder ("copy of which shall be sent by Shareholder to each Purchaser Indemnified Party disclosed on the original notice) 42 48 within thirty (30) calendar days after receipt of the Purchaser Indemnified Party's notice, then Shareholder shall be obligated to promptly pay and shall pay such amounts to such Purchaser Indemnified Party or Parties. If Shareholder objects to such indemnification demand within the 30 day period set forth herein, such dispute shall be settled pursuant to Section 9.04 of this Agreement.
Sample 1
Independent Claims. 1 and 8 Petitioner relies on Cryer as set forth in § II.J.1 above and relies on EE Reference to teach locations where switchgear would be positioned. Pet. 77–90. Relying on its showing made regarding the challenge based on Xxxxxxx and EE Reference, Xxxxxxxxxx argues that “EE-Reference describes locations where conventional switchgear would be placed, including between a generator and transmission lines, and between transmission lines and electric motors.” Id. at 90 (citing Ex. 1002 ¶¶ 337–339). Petitioner argues that Cryer discloses “a ‘distributed hydraulic pump powering system,’ with generators and motors on separate vehicles separated by a long distance,” and an ordinarily skilled artisan would place the switchgear at the locations disclosed by EE Reference. Id. at 89–90 (citing Ex. 1008, 14:19–15:7, Fig. 6). Xxxxxxxxxx argues that an ordinarily skilled artisan would have relied upon the teachings of EE Reference regarding switchgear placement because “EE-Reference ‘presents a thorough review of the fundamentals of electrical engineering’ to ‘PE candidates, practicing engineers, and engineering students.’” Id. at 90 (citing Ex. 1009, Preface); see also id. at 32 (“EE-Reference provides ‘a broad review of electrical engineering design, analysis, and operational fundamentals.’” (citing Ex. 1009, Preface)). Patent Owner argues that Petitioner relies on “broad conclusory statements [that] cannot support an obviousness ground of invalidity.” Prelim. Resp. 50 (citing Pet. 89–90). Cryer discloses a hydraulic pump powering system that includes an electric current generator device that converts movement of a prime mover into electric current. Ex. 1008, 5:38–45. The current produced by the generator is supplied to control unit 110, which modifies the current. Id.
Sample 1

Related to Independent Claims

  • Independent Parties This Agreement shall not be deemed to create any partnership, joint venture, or agency relationship between the Parties. Each Party shall act hereunder as an independent contractor.

  • Indemnification Claims (a) In the event that any of the Parties are entitled, or seek to assert rights, to indemnification under this Article VI, the Party or Parties seeking indemnification (the “Indemnified Parties”) shall give written notification to the other Party or Parties (the “Indemnifying Parties”) of the commencement of any suit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 Business Days after receipt by the Indemnified Parties of notice of such suit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Parties) the facts constituting the basis for such suit or proceeding and the amount of the claimed damages; provided, however, that no delay on the part of the Indemnified Parties in notifying the Indemnifying Parties shall relieve the Indemnifying Parties of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Parties may, upon written notice thereof to the Indemnified Parties seeking indemnification, assume control of the defense of such suit or proceeding with counsel reasonably satisfactory to the Indemnified Party seeking indemnification; provided that the Indemnifying Parties may not assume control of the defense of a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party seeking indemnification. If the Indemnifying Parties do not so assume control of such defense, the Indemnified Parties seeking indemnification shall control such defense. The Party not controlling such defense (the “Non-Controlling Party”) may participate therein at its own expense; provided that if the Indemnifying Parties assumes control of such defense and the Indemnified Parties seeking indemnification reasonably concludes that the Indemnifying Parties and the Indemnified Parties seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Parties shall be considered “Damages” for purposes of this Agreement. The Party or Parties controlling such defense (the “Controlling Party”) shall keep the Non-Controlling Party advised of the status of such suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party as reasonably needed in the defense of such suit or proceeding at the sole cost and expense of the Indemnifying Parties under Section 6.1 or 6.2, which cost and expense shall be considered “Damages” for purposes of this Agreement. The Indemnifying Parties shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnified Parties, which shall not be unreasonably withheld or delayed; provided that the consent of the Indemnified Parties shall not be required if the Indemnifying Parties agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Parties from further liability and has no other materially adverse effect on the Indemnified Parties. The Indemnified Parties shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnifying Parties, which shall not be unreasonably withheld or delayed.

  • Independent Consideration Contemporaneously with the execution and delivery of this Agreement, Buyer has paid to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non-refundable under any circumstances.

  • Independent Contract Consideration Upon the Effective Date, Purchaser shall deliver to Seller a check in the amount of Fifty Dollars ($50) (the “Independent Contract Consideration”), which amount Seller and Purchaser hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, and is nonrefundable in all events.

  • Employment Claims Any claim relating to any (a) violation by Kraft or the Eligible Recipients, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic, (b) liability arising or resulting from a Transitioned Employee’s employment with Kraft prior to the Employment Effective Date with Supplier, (c) payment or failure to pay any salary, wages or other cash compensation due and owing to (i) any Kraft employee who does not become a Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employment Effective Date with Supplier, (d) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Transitioned Employee and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s Effective Employment Date with Supplier, (e) other aspects of any Transitioned Employee’s employment relationship with Kraft or the termination of such relationship, including claims for breach of an express or implied contract of employment, and/or (f) liability resulting from representations (oral or written) to the Kraft employees identified on the applicable Supplement by Kraft or the Eligible Recipients (or their respective officers, directors, employees, representatives or agents) with respect to their employment by Supplier or its Subcontractors or Affiliates (other than representations made with the authorization or approval of Supplier, representations that Supplier knew to be inaccurate and failed to correct and/or representations made by Supplier in this Agreement), except, in each case, to the extent resulting from the wrongful actions of Supplier, Supplier Affiliates or Subcontractors or their failure to comply with Supplier’s responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and

  • Advice from Independent Counsel The parties hereto understand that this Agreement is a legally binding agreement that may affect such party's rights. Each party hereto represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significance of this Agreement and that it is satisfied with its legal counsel and the advice received from it.

  • Indemnification of Third Party Claims The obligations and liabilities of any party to indemnify any other under this Article 6 with respect to Claims relating to third parties shall be subject to the following terms and conditions:

  • Independent Contractor Benefits It is the express intention of the Company and Consultant that Consultant performs the Services as an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Consultant as an employee or entitling Consultant to any of benefits otherwise provided to employees of the Company. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.

  • Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

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