Limitations and Related Matters Sample Clauses

Limitations and Related Matters. (a) In the event that any legal proceedings, ------------------------------- including, without limitation, any Tax Proceeding, shall be instituted or that any claim or demand ("Claim") shall be asserted by any Person in respect of which indemnity may be sought under Section 10.1(a) or Section 10.1(b), the indemnified party shall reasonably and promptly cause written notice of the assertion of any Claim of which it has knowledge which is subject to such indemnity to be forwarded to the indemnifying party; provided, however, that the -------- ------- failure to notify the indemnifying party shall not affect the indemnifying party's obligation hereunder except to the extent of actual prejudice. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which shall be satisfactory to the indemnified party in the reasonable exercise of its discretion. In the event the indemnifying party is any or all of the Sellers and he (or they) acknowledges in writing his obligation to indemnify the OpTel Indemnified Parties against any Losses that may result from such Claim, and if such Claim is for monetary damages only and the defense of such Claim by such Seller or Sellers will not, in the judgment of Buyer, otherwise materially adversely impact the Business, the Company or any OpTel Indemnified Party in any manner whatsoever, then (and under no other circumstances) such Seller or Sellers shall have the right to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder; provided, however, -------- ------- that no settlement shall be made without the prior written consent of Buyer, which shall not unreasonably withhold or delay its consent. In the event the indemnifying party is Buyer and Buyer acknowledges in writing its obligation to indemnify the Sellers Indemnified Parties against any Losses that may result from such Claim, and if such Claim is for monetary damages only and the defense of such Claim by the Buyer will not, in the judgment of the Sellers, otherwise materially adversely impact any Sellers Indemnified Party in any manner whatsoever, then (and under no other circumstances) Buyer shall have the right to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder; provided, however, that no -------- ------- settlement shall be made without the prior written consent ...
Sample 1
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Limitations and Related Matters. (a) (a) The exclusive source for the recovery of any Losses for which the Buyer is entitled to indemnification under Section 7.1 (other than Section 7.1(a)(v), Section 7.1(a)(vii), Section 7.1(a)(viii), and Section 7.1(b)(iii)) shall be expressly limited to the forfeiture and cancellation of any Holdback Shares issuable to the Company Stockholders pursuant to this Agreement (and recovery of an amount equal to any proceeds received by any Company Stockholder in respect of the sale, transfer or other disposition thereof (assuming for all purposes that the proceeds per share are equal to the Buyer Share Value)).
Sample 1

Related to Limitations and Related Matters

  • Definitions and Related Matters SECTION 1.1

  • 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.

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 shares of Company Common Stock and 200,000,000 shares of Company Preferred Stock. As of the date hereof:

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Indemnification and Related Matters Section 8.01

  • Liens and Related Matters A. PROHIBITION ON LIENS. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Title and Related Matters IACH has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Schedules, no third party has any right to, and IACH has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rights.

  • ERISA and Related Matters The Borrower is not subject to any material obligations or liabilities, contingent or otherwise, with respect to any Plan. None of the assets of the Borrower are or could be deemed to be “plan assets” (as defined in Section 3(42) of ERISA) or assets of any Plan pursuant to any substantially similar non-U.S. or other law.

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