LITIGATION; INDEMNITY. (A) The Custodian or any of its agents, as the case may be, may (but without being under any duty or obligation to) institute or defend legal proceedings, or take any other action arising out of or in connection with the Property and the Client shall indemnify the Custodian or agent against any costs and expenses, including without limitation any reasonable attorneys' fees and disbursements, arising from such proceedings or other action.
(B) In the event the Custodian does not institute or defend legal proceedings, or take any other action arising out of or in connection with the Property, the Custodian hereby agrees that the Client shall, to the extent of any loss of the Client's interest in the Property and to the extent permitted by applicable law and not prohibited by contract, be subrogated to all of the rights of recovery of the Custodian therefor against any third party person or entity; PROVIDED THAT nothing herein shall be interpreted as granting the Client any rights to bring any direct action under any insurance policy issued in favor of the Custodian or as limiting the Custodian's right to bring any action against any such third party for any damages suffered by the Custodian. Notwithstanding any other provision hereof, in no event shall the Custodian be obliged to bring suit in its own name or be obliged to allow suit to be brought in its name. Subject to the terms of this Section 15(B) and to the extent permitted by law, the Custodian shall execute and deliver any and all such instruments and documents which the Client may reasonably request and take such other actions as reasonably necessary or appropriate to assist the Client in the exercise of such rights of recovery and to enable the Client to recover against any and all such third party persons or entities. The Client shall reimburse the Custodian for any reasonable out-of-pocket costs incurred in connection with the actions contemplated by this Section 15(B).
(C) The Client agrees to indemnify the Custodian and to defend and hold the Custodian harmless against all losses, liabilities, claims, expenses and Taxes, including any reasonable legal fees and disbursements, (each referred to as a "LOSS") arising directly or indirectly:
(i) from the fact that the Property is registered in the name of or held by the Custodian or any nominee or agent of the Custodian or any Clearance System;
(ii) without limiting the generality of Section 15(C)(i), from any act which the Custodian or any nominee o...
LITIGATION; INDEMNITY. The Vendors shall severally (on the basis provided for in Clause 3.3(d)) indemnify the Purchaser in full for and against any claims, costs, damages, expenses, losses or liabilities whatsoever and howsoever arising incurred or suffered by any member of the Purchaser’s Group or any Group Company including reasonable costs properly incurred by any member of the Purchaser’s Group or any Group Company, in connection with any Unknown Claims provided that the provisions of Clauses 3.3.(c) and 3.4(d) shall apply mutatis mutandis to the provisions of this Clause 3.18 as if the references therein to “Warranty Claim”, “Claim” or “Claims” refer to a claim pursuant to this Clause 3.18.
LITIGATION; INDEMNITY. (a) Subject to clause 6.9
(b) PDL agrees and undertakes to indemnify and hold harmless the Buyer Group Companies from and against 50% of any and all direct or indirect losses incurred by Restonic (M) Sdn Bhd and/or its subsidiaries or for which they may become liable in connection with the claim made by Perabot Ekomoni against Dreamland Corporation (M) Sdn Bhd in respect of the termination of Perabot Ekomoni's appointment as Dreamland Corporation (M) Sdn Bhd's sole agent in the district of Kluang (Ekomoni Claim).
LITIGATION; INDEMNITY. AWI shall defend, indemnify and -------------------- hold harmless the Company Indemnitees (as defined in Section 8.5(a)) from and against any and all Loss (as defined in Section 7.10) in excess of $300,000 up to a maximum amount of $7,500,000 arising out of or relating to the dispute (including, without limitation, any actual or threatened litigation) with Sucesores de X. Xxxxx & Co. Inc. disclosed in Schedule 3.12 and any related dispute with International Purchasing and Trading Corp. or any third party. AWI shall have the right to control (in consultation with the Company) the disputes referred to in this Section 5.11; provided that, AWI may not compromise or ------------- settle any such dispute without the prior written consent of the Company, such consent not to be unreasonably withheld.
LITIGATION; INDEMNITY. The Indemnifying Sellers shall, following the Closing, jointly and severally indemnify and hold harmless Purchaser and each of the CeCorr Companies from and against any and all actual costs, losses, liabilities, damages and expenses (including, without limitation, reasonable attorney's fees) arising out of or resulting from any judgments, awards or settlements, including legal costs and expenses, relating to any Claims pending against any of the CeCorr Companies as of the Closing Date, whether or not any such Claims are disclosed on Schedule 3.19. With respect to each such Claim, the Indemnifying Sellers shall either (a) pay the Claim either in full or upon compromise agreed to by the Indemnifying Sellers or (b) dispute the Claim and thereafter defend against it and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Sellers, and the cost of such defense shall be borne by them, except that the Purchaser or the CeCorr Companies shall have the right to participate in such defense at their own expense. If the Indemnifying Sellers fail to take action with regard to a Claim as set forth above, then the Purchaser shall have the right to pay, compromise or defend such Claim and to assert the amount of any payment on the Claim plus the expense of defense or settlement as an indemnity claim under this Section 7.17. The Purchaser shall also have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of any Claim by the Indemnifying Sellers and any expenses incurred by so acting shall be paid by the Indemnifying Sellers.
LITIGATION; INDEMNITY. If either party becomes a party to any litigation concerning this Lease or the Premises by reason of any act or omission of the other party or its authorized representatives, and not by any act or omission of the party that becomes a party to that litigation or any act or omission of its authorized representatives, the party that causes the other party to become involved in the litigation shall be liable to that party for reasonable attorney's fees and court costs incurred by it in the litigation; provided, however, that in any litigation between the parties to this Lease, each shall bear its own costs and attorneys' fees.
LITIGATION; INDEMNITY. In addition to any other indemnification by the Vendor contained in this Agreement, and subject as set forth herein, the Vendor, shall, if the Closing occurs, indemnify, defend and save harmless (the "Litigation Indemnity") the Purchaser from and against Losses suffered or incurred by the Purchaser from and after the Time of Closing, as a result of the litigation matters as set forth on Schedule 7.05 (the "Litigation"). The Litigation Indemnity shall be the sole remedy of the Purchaser for any Losses incurred by it in respect of any matter related to the Litigation and the Purchaser hereby irrevocably waives and releases any rights to take action, institute proceedings or make any claim of any nature whatsoever against the Vendor or Xxxxxxxxx International or their Affiliates in connection with the Litigation pursuant to any other provision of this Agreement or otherwise. The Litigation Indemnity will expire on the third anniversary of the Closing Date.
LITIGATION; INDEMNITY. XIII 16.
LITIGATION; INDEMNITY. In the event that the Company sustains litigation judgments or settlement costs (collectively, "Litigation Losses") arising from its pending disputes with Xxxxx Xxxxxx and Unique Sports Generation, Inc. (the "Disputes"), the Sellers shall reimburse the Company on demand for any Litigation Losses in the range between $100,000 and $300,000, provided that the Sellers shall not be responsible for reimbursing the Company for any Litigation Losses resulting from any settlement of Disputes to which they have not consented. The Sellers shall be entitled to participate in any settlement negotiations in connection with the Disputes and shall not unreasonably without or delay their consent to any settlement to a Dispute recommended by the Board.
LITIGATION; INDEMNITY. IDT hereby agrees to indemnify PT-1 for PT-1's liability relating to the items of litigation listed on Schedule A hereto (the "Litigation Matters"); PROVIDED that (a) such liability is adjudicated pursuant to final, irrevocable and unappealable judgment or fixed by binding settlement agreement, and PT-1's claim for indemnity is made, within 120 days following the Closing Date hereof and (b) the amount of IDT's aggregate liability for indemnity under this Section 6 shall not exceed, with respect to each such item of litigation, the "Cap Amount" set forth below opposite the title of such litigation: Litigation Title Cap Amount --------------------------------------------------------------- ------------------ Xxxxx Xxxxx, Xxxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx x. Xxxxx $1,000,000 Tawfik and PT-1 Communications, Inc. To the extent that the liability for any of the Litigation Matters is finally adjudicated or fixed by binding settlement agreement within such 120-day period and the amount of IDT's indemnity liability owing hereunder is less than the Cap Amount described above (the difference between the Cap Amount and IDT's indemnity liability with respect to a Litigation Matter, the "Indemnitee Balance"), IDT shall (in addition to such liability) pay to PT-1 in cash within 10 business days following request of PT-1, the amount equal to 50% of such Indemnitee Balance. In the event that, with respect to any such Litigation Matter, PT-1 does not satisfy the conditions to payment by IDT of its indemnity hereunder (i.e., the liability is not fixed within 120 days), then IDT shall, at PT-1's direction, pay to creditors of PT-1 the amount equal to 70% of the Cap Amount with respect to each such unresolved Litigation Matter in respect of amounts owing to such creditors and IDT's indemnity obligations with respect to such Litigation Matter shall terminate. For the avoidance of doubt, it is understood and agreed that (x) IDT shall not be liable to indemnify PT-1 for any of its costs and expenses relating to any such Litigation Matter or to pay any amounts with respect thereto in excess of the Cap Amount with respect to any Litigation Matter and (y) any unutilized portion of the Cap Amount with respect to any Litigation Matter may not be carried over and utilized with respect to another Litigation Matter.
