Notification to JMS and Parent and Related Matters Sample Clauses

Notification to JMS and Parent and Related Matters. Upon obtaining knowledge thereof, Buyer shall promptly notify JMS in writing (which notice shall constitute notice to Parent) of any claim of loss, damage or expense which Buyer has determined has given or reasonably may give rise to a right of indemnification under this Agreement and shall specify details thereof, without regard to whether the amount of any loss, damage or expense has been finally determined, and JMS and Parent shall have a reasonable time to contest any such claim. If such claim or demand relates to a claim or demand by a third party against Buyer, JMS and Parent shall have the right to settle any such claim or demand (at JMS’ or Parent’s expense and without admitting that Buyer had any liability with respect thereto) or to employ counsel reasonably acceptable to Buyer to defend any such claim or demand asserted against Buyer and Buyer shall have the right to cooperate in the defense of any such claim with counsel of Buyer’s selection (the expense of which additional counsel to be borne by Buyer). So long as JMS and Parent are defending in good faith any such claim or demand, Buyer will not settle such claim or demand. Buyer shall make available to JMS, Parent or their respective representatives, at JMS’ and Parent’s expense, all records and other materials required by them for their use in contesting any such claim or demand asserted by a third party against Buyer. Whether or not JMS or Parent so elect to defend any such claim or demand, Buyer shall have no obligation to do so. If such claim or demand relates to a claim or demand other than one asserted by a third party against Buyer, Buyer shall promptly notify JMS (which notice shall constitute notice to Parent) of Buyer’s claim or demand against JMS or Parent and of Buyer’s demand for indemnification hereunder. JMS shall then promptly pay to Buyer the amount of Buyer’s claim or demand, if undisputed. In the event that JMS or Parent shall dispute such claim or demand or any portion thereof, JMS or Parent shall immediately notify Buyer in writing, specifying in detail the portion of such claim or demand (if less than all) which is disputed and the facts relied upon by JMS or Parent as a basis for such dispute. JMS, Parent and Buyer agree to negotiate in good faith to attempt to reach a resolution of any disputed claim or demand for indemnification hereunder in order to attempt to avoid resorting to arbitration as provided by this Agreement.
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Related to Notification to JMS and Parent and Related Matters

  • 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

  • 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.

  • Press Releases and Related Matters Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of GE Capital or its affiliates or referring to this Agreement, the other Loan Documents or the Related Transactions Documents without at least 2 Business Days' prior notice to GE Capital and without the prior written consent of GE Capital unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with GE Capital before issuing such press release or other public disclosure. Each Credit Party consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

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

  • Press Release and Related Matters No Credit Party shall, and no Credit Party shall permit any of its Affiliates to, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of securities of any Credit Party) using the name, logo or otherwise referring to GE Capital or of any of its Affiliates, the Loan Documents or any transaction contemplated herein or therein to which GE Capital or any of its Affiliates is party without the prior written consent of GE Capital or such Affiliate except to the extent required to do so under applicable Requirements of Law and then, only after consulting with GE Capital.

  • Indemnification and Related Matters Section 8.01

  • 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.

  • Certain Litigation Matters The Owner Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.

  • Right to Vote and Related Matters (a) Only those Record Holders of the Units on the Record Date set pursuant to Section 13.6 (and also subject to the limitations contained in the definition of “Outstanding”) shall be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Units have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Units.

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