Litigation; Indemnification. Licensee may at its own expense prosecute any suits or other proceedings against third parties for infringement of Licensor patents or for theft or misuse of the industrial property of Licensor licensed hereunder, and shall be entitled to retain all judgments or other recoveries. In the event that a third party alleges that Licensee infringes any United States patents owned or controlled by such third party by virtue of the manufacture, sale or use of products, except for any improvements thereto by Licensee, Licensor shall indemnify Licensee for all such claims, demands, damages and cost, including reasonable attorneys' fees; provided, however, that this indemnity is conditioned upon Licensee notifying Licensor in writing promptly of the receipt of any claim or the filing of any action, suit or litigation for which Licensor would be liable under the above indemnity and Licensee tendering to Licensor the full defense and direction thereof so long as any compromise or settlement by Licensor gives Licensee a complete and unconditional release; and provided, further, that this indemnity shall be deemed waived by Licensee in the event of a compromise or settlement of any such alleged infringement by Licensee without first obtaining the consent in writing of Licensor, which consent shall not be unreasonably conditioned, delayed or withheld. In addition, Licensee shall not incur any expenses covered by this indemnity over two thousand five hundred dollars ($2,500) without approval of Licensor, which shall not be unreasonably conditioned, delayed or withheld, Licensee shall be solely responsible for ensuring the compliance of Products with all safety or other standards under any applicable law, rule or order, of any competent governmental authority. Licensee shall indemnify Licensor and its officers, directors and employees agents and representatives, harmless from any loss, cost or expense, including reasonable attorney’s fees, damages, or penalties of any kind on account of or resulting from any claim incurred in connection with the manufacture or sale of the Products other than (i) due to a breach of the representations or warranties contained in this Agreement; (ii) the gross negligence or willful misconduct of Licensor; or (iii) a claim for which Licensor is obligated to indemnify Licensee under the preceding paragraph.
Litigation; Indemnification. Licensee must at its own expense prosecute any suits or other proceedings against third parties for infringement of Licensor patents or for theft or misuse of the industrial property of Licensor licensed hereunder, and shall be entitled to retain all judgments or other recoveries. In the event that a third party alleges that Licensee infringes any United States patents owned or controlled by such third party by virtue of the manufacture, sale or use of products, except for any improvements thereto by Licensee, Licensee shall be solely responsible for ensuring the compliance of Products with all safety or other standards under any applicable law, rule or order, of any competent governmental authority. Licensee shall indemnify Licensor and its officers, directors and employees agents and representatives, harmless from any loss, cost or expense, including reasonable attorneys fees, damages, or penalties of any kind on account of or resulting from any claim incurred in connection with the manufacture or sale of the Products other than (i) due to a breach of the representations or warranties contained in this Agreement; (ii) the gross negligence or willful misconduct of Licensor; or (iii) a claim for which Licensor is obligated to indemnify Licensee under the preceding paragraph.
Litigation; Indemnification. From and after the Effective Time, subject to this Article 7, if either of the Litigations has not been finally settled (pursuant to a settlement agreement approved by Parent) or finally determined prior to the Closing, Xxxx Xxxxxxxx, Xxxx Xxxxxxxx and Xxxxx Xxxxxxxx (collectively, the “Indemnifying Founders”) will, by virtue of the merger, severally, and not jointly, indemnify and hold harmless the Indemnified Persons from and against any and all Losses arising out of, related to or resulting from any of the Litigations. For the avoidance of doubt, from and after the Effective Time, (i) Parent will conduct and control the defense of the Litigations, and (ii) Parent will provide the Representative the opportunity to participate at the Representative’s own cost in, but not direct or conduct, the defense of the Litigations.
Litigation; Indemnification. Sellers shall be solely responsible for all aspects of the litigation and related claims described on Schedule 3.6 attached hereto (the “Existing Litigation”). Sellers shall indemnify and hold Buyers harmless from and against any and all liability, loss, or expense, including attorney’s fees, arising from any claim or demand made in connection with, relating to or arising from the Existing Litigation. Sellers shall notify Buyers promptly following the settlement, dismissal or other resolution of the Existing Litigation. This Section 6.10 shall survive the Closing and shall not be subject to any survival or other liability limitations set forth herein.
Litigation; Indemnification. (i) The Executive agrees to cooperate fully with the Company as a party or witness as reasonably requested by the Company or its counsel in connection with any pending or future litigation, arbitration, adversary proceeding or claim pertaining to events that occurred on or before the Termination Date in which the Company, its affiliates, directors, officers or employees, are involved or interested, including but not limited to giving interviews, reviewing documents, providing deposition or trial testimony and other related activities. The Company will reimburse the Executive for reasonable out-of-pocket expenses incurred by the Executive in providing such cooperation.
Litigation; Indemnification. 7.7.1 (A) From and after the Closing Date, Veraz U.S. shall manage (and, if applicable, assume the defense of) any claims or lawsuits relating to (i) the Transferred Assets brought after the Effective Date, when the grounds for such claims or lawsuits arose after the Effective Date, and (ii) the Business Employees brought after the Closing Date, when the grounds for such claims or lawsuits arose after the Closing Date. Veraz U.S. shall indemnify and hold harmless the Seller and its officers, employees, directors, Affiliates and agents with respect to any and all liabilities, damages and expenses (including reasonable attorneys’ fees) suffered or incurred in connection with (i) any Transferred Assets or in connection with any other Assumed Liabilities, when the grounds therefor arose on or after Effective Date, (ii) the Business Employees, when the grounds therefor arose after the Closing Date, provided, however, that although Seller shall be responsible to pay directly to each Business Employee the amounts to which such Business Employee is entitled under applicable law and under any applicable employment agreement with respect to the period ending on the Closing Date, the costs of employing (but not any cost of terminating) the Business Employees during the period commencing on the Effective Date and ending on the Closing Date shall be borne by Veraz U.S. and reflected in the Closing Date Financial Statements, as defined in Section 9 below and (iii) any Assumed Liabilities.
Litigation; Indemnification. (a) If any litigation or proceeding is or has been commenced, whether before or after the Effective Time, to restrain or prohibit the consummation of the transactions contemplated by this Agreement or the operation by the Surviving Corporation after the Effective Date of all or a substantial portion of the assets and business of the Company and its subsidiaries taken as a whole, the Parent and the Company each agrees to cooperate with the other and use its best efforts to defend against and respond thereto but only to the extent consistent with the best interests of their respective shareholders. It is understood and agreed that the Surviving Corporation, to the extent permitted by law, will indemnify and hold harmless each director and officer of the Company and the Company's subsidiaries (the "Indemnified Parties") against any losses, claims, damages, liabilities, costs, expenses, judgments and amounts paid in settlement in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation arising out of or pertaining to any of the transactions contemplated by this Agreement, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Date), the Surviving Corporation will use its best efforts to assist in the vigorous defense of any such matter; provided, however, that the Surviving Corporation shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party did not act in good faith and in a manner the Indemnified Party reasonably believed to be in, or not opposed to, the best interests of the Company.
Litigation; Indemnification. There is no action, suit, investigation or proceeding pending, or to the knowledge of Seller, threatened against or affecting UTP with regard to the UTP Properties before any court or by or before any governmental body or arbitration board or tribunal. The Seller agrees to hold the Purchaser harmless against any and all actions, litigation, claims or any other type of potential encumbrance that have occurred or may have occurred from the gross negligence of the seller prior to the effective date of the Agreement. The Seller further agrees to indemnify the Purchaser for any action, litigation, claim brought against the Purchaser arising from Seller's gross negligence occurring prior to the effective date of this Agreement SECTIONS 4.06
Litigation; Indemnification. (A) From and after the Closing Date, Veraz shall manage (and, if applicable, assume the defense of) any claims or lawsuits relating to (i) the Transferred Assets or the VoIP IP brought after the Effective Date, when the grounds for such matters, claims or lawsuits arose after Effective Date, and (ii) the Business Employees brought after December 31, 2002, when the grounds for such matters, claims or lawsuits arose after December 31, 2002. Veraz shall indemnify and hold harmless the Sellers and their respective officers, employees, directors, Affiliates and agents with respect to any and all liabilities, damages and expenses (including reasonable attorneys’ fees) suffered or incurred in connection
Litigation; Indemnification. (a) The Company hereby agrees to indemnify and hold harmless ITT and its officers, directors, stockholders, affiliates and employees, and agents and representatives of any of the foregoing from and against any and all Losses relating to, arising out of or due to any litigation, arbitration or other proceeding arising out of or related to the conduct of the business or operations of the Company and its subsidiaries (whether before or after the Closing Date), including, without limitation, the matters described in the Registration Statement under the caption "Business -- Legal Proceedings" and other proceedings in which Persons allege similar claims of misrepresentations and violations of law. Nothing in the foregoing sentence shall require the Company to reimburse ITT for any amount on account of any such Losses paid by ITT prior to the Closing Date.
