Indirect Claims. If a Contractor’s Claim involves Work of Subcontractors, Sub- subcontractors, Suppliers, or other Persons performing work on their behalf, Contractor shall analyze and evaluate the merits of such Claim prior to noticing Owner of the same and by giving such notice, represents such Claim is accurate and appropriate. Owner Parties will not consider direct claims from Subcontractors, Sub-subcontractors, Suppliers, and others not a party to the Contract Documents.
Indirect Claims. From and after the Closing, Buyer agrees to release, indemnify and hold harmless Seller, its Affiliates, the Employees and the officers and managers of the Project Company (acting in their capacity as such) from and against any Claims by Buyer or any of its Affiliates for controlling stockholder liability or breach of any fiduciary duty relating to any pre-Closing actions or failures to act by Seller or any of its Affiliates in connection with the business of the Project Company prior to the Closing.
Indirect Claims. From and after the Closing, Buyer hereby releases and agrees to indemnify and hold harmless Seller, its Affiliates and the officers, directors, managers, agents and employees of the Acquired Companies (acting in their capacity as such) from and against any Losses for controlling stockholder liability or breach of any fiduciary or other duty relating to any pre-Closing actions or failures to act (including negligence or gross negligence but excluding Fraud) in connection with the Acquired Companies or any of them and the business of the Acquired Companies or any of them prior to the Closing, provided that the foregoing shall not relieve Seller of its indemnity obligations under Section 10.1(a).
Indirect Claims. Claims for subrogation, contribution, or indemnity in Classes 11 through 15 and 17 (collectively, "Indirect Claims") shall be subject to the following additional limitations:
(a) the Litigation Facility shall not be required to pay both a primary claim (as used herein, "primary claim" means all Claims in Classes 5 through 10.2, except Indirect Claims) and the related Indirect Claims based on the primary claim; and
(b) the Litigation Facility shall not pay, in respect to any primary claim and related Indirect Claim, in the aggregate, more than the Allowed amount of the primary claim or the proportional share thereof ultimately determined payable by the District Court.
Indirect Claims. Without limiting any other remedies of Assignee under this Agreement, from and after the Contribution, Assignee hereby releases Assignor, its Affiliates and the officers, directors and employees of the applicable Contributed Companies (acting in their capacity as such) with respect to any claims, liabilities or obligations for controlling stockholder liability or breach of any fiduciary or other duty relating to any pre-Contribution actions or failures to act (including negligence or gross negligence) in connection with the business of the applicable Contributed Companies prior to the applicable Contribution.
Indirect Claims. The Parties expressly understand that both direct and indirect breaches of this Section 5 are proscribed, provided that a Party alleging any such breach must notify the other Party in writing of such alleged breach and provide such Party thirty (30) calendar days to cure any such breach so that, for clarity, if any such alleged breach is so cured, it shall be deemed not to have occurred. Finjan and Avast each covenants and agrees that it will not institute or prosecute, against the other, any action or other proceeding based in whole or in part upon any Claims released by this Agreement. Further, Finjan and Avast each agrees that it will not authorize or solicit the commencement or prosecution against the other or any other Person released hereunder of any action or other proceeding based in whole or in part upon any Claims released by this Agreement.
Indirect Claims. Without limiting any other remedies of Purchaser under this Agreement, from and after a Closing with respect to any Acquired Companies Acquisition, Purchaser hereby releases Seller, its Affiliates and the officers, directors and employees of the applicable Acquired Companies (acting in their capacity as such) with respect to any claims, liabilities or obligations for controlling stockholder liability or breach of any fiduciary or other duty relating to any pre-Closing actions or failures to act (including negligence or gross negligence) in connection with the business of the applicable Acquired Companies prior to the applicable Closing.
Indirect Claims. From and after the Closing, Buyer agrees to (and cause Newington Energy to) release Seller, its Affiliates and the officers, directors and employees of Newington Energy (acting in their capacity as such) from and against any Losses for controlling stockholder liability or breach of any fiduciary or other duty not arising hereunder relating to any pre-Closing actions or failures to act (other than gross negligence or willful misconduct) in connection with the business of Newington Energy prior to the Closing.
Indirect Claims. Subject to Section 9.2(a), from and after the Closing, Buyer, on behalf of itself and the Company, hereby releases, indemnifies and holds harmless Seller and its Affiliates and their respective Representatives from and against any Damages, and shall not make or institute any claim, demand or action, for officer, director, partner, manager or controlling (or any other) stockholder or member liability or for breach of any fiduciary or other duty (including under any employment contract (or similar arrangement)) relating to any pre-Closing actions or failures to act (including negligence or gross negligence) in connection with the business, ownership or operation of the Company prior to the Closing.
Indirect Claims. The Indemnified Parties shall not be permitted to enforce any Indirect Claims pursuant to Section 8.01(a) until the aggregate of such claimed Losses exceeds $300,000, in which event, the Indemnified Parties shall be permitted to pursue the entire amount of all such Losses, including those below the aggregate of $300,000, subject to clause (d) below.
