Third Party Matters. Third Party liability matters involve a unique relationship consisting of Citizens, the insured and the Firm. The relationship involves corresponding rights and obligations undertaken by Citizens and the Firm, as well as duties owed by the Firm to both the insured and Citizens. Nothing contained herein shall interfere with the independent, professional judgment, nor shall it be construed to limit the contractual or ethical obligations, of counsel acting on behalf of an insured in defense of a Third Party matter. The Firm is expected to comply with all reasonable requests by Citizens for information and documentation, provided that any such documents or information deemed privileged or intended by the insured to be confidential shall not be disclosed without prior consent from the insured. Nothing in these Guidelines should be understood to relieve you from the Rules Regulating the Florida Bar; specifically but not limited to the Rules of Professional Conduct as expressed in Chapter 4 of the Rules Regulating the Florida Bar.
Third Party Matters. (a) From the date of this Agreement to the Effective Time, (i) neither Sellers, nor any of their respective Affiliates, officers, directors, employees, members, shareholders, representatives or agents, including any investment banker, attorney or accountant engaged by any of them shall, directly or indirectly solicit, encourage or facilitate inquiries or proposals, or enter into any agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or a substantial portion of the assets of, or of any equity interest in, or any merger or business combination with, TMMH, MM, GTFM or any of their respective Subsidiaries, and (ii) TMM shall not enter into any agreement with any Person concerning any acquisition or purchase of a controlling equity interest in TMM by any Competitor (as defined in the Stockholders' Agreement which is part of the Ancillary Agreements) (each acquisition, purchase, merger or business combination, a "TMM Acquisition Proposal"), or furnish any information regarding a TMM Acquisition Proposal to any such Person. Sellers shall notify KCS, providing full information, within twenty-four (24) hours if any TMM Acquisition Proposal is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, TMM, TMMH, MM, GTFM, any of their respective Affiliates, officers, directors, employees, members, or shareholders (for purposes of this Section 7.10, collectively, the "Seller Parties"), or their representatives and agents, including any investment banker, attorney or accountant engaged by any of them. It is understood that any breach of the restrictions set forth in this Section 7.10 by any Seller Party or any investment banker, attorney or other advisor or representative of the Seller Parties shall be deemed to be a breach of this Section 7.10 by Sellers.
(b) Sellers shall, and shall cause their respective Affiliates, officers, directors, employees, members, shareholders, representatives and advisors to, immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any Parties, conducted prior to the date hereof with respect to any TMM Acquisition Proposal and, subject to the terms of any existing confidentiality agreements, shall seek to have all materials distributed to Persons in connection therewith by Sellers or any of their respective Affiliates ...
Third Party Matters. Any Borrower Party (i) is in default under any agreement (other than the Loan Documents), (ii) fails to pay any final money judgment, (iii) becomes party to any proceeding, or (iv) fails to comply with any Applicable Laws, which may (in Lender's determination) materially and adversely impair (A) the Borrower Party's ability to perform its obligations under the Loan Documents, or (B) the value of, or Lender's rights in, the Collateral; or
Third Party Matters. (a) Injury or Property Damages Without limiting Amdocs’ obligations with respect to insurance as provided in Section 9.6 hereof, Amdocs and Clearwire shall indemnify, defend, and hold the Clearwire Indemnitees and Amdocs Indemnitees, respectively, harmless with respect to any Third Party claim alleging bodily injury, including death, or damage to tangible personal or real property, in the event that such injury or damage arises from acts or omissions that constitute negligence, willful misconduct, or violations of law by the indemnifying Party or its personnel, agents, or Subcontractors.
Third Party Matters. Notwithstanding anything herein to the contrary, Cimplx makes no warranties or guarantees regarding (a) the Services that are to be provided by third parties that are not a party to the MSAAS Agreement, or (b) any Services use and utilize the assets, software, or intellectual property of third parties that Cimplx has a contractual right or license to use (the foregoing Services are referred to herein as the “Third Party Services”). In the event of a Service issue or failure with respect to any Third Party Services (a) the parties will work together, each at their own cost and expense, to attempt to either solve the matter or obtain a reasonable solution for the parties (to the extent one is available) from the third party; and (b) if CLIENT desires to pursue a claim against the third party in a court of law, and such claim has a reasonable possibility of success, and Cimplx does not desire to participate in such claim, then CLIENT will be permitted to seek such a claim in a court of law at its own cost and expense, and Cimplx will assign any rights it may have with respect to the third party related to the claim. However, CLIENT hereby acknowledges that taking legal action against any such third party may subject it to indemnification obligations pursuant to the immediately following sentence. CLIENT hereby agrees to indemnify, defend, and hold harmless Cimplx from any and all losses, claims, damages, judgments, expenses, and costs that any third-party provider of Third Party Services may claim or receive from Services Provider arising from or due, in any way whatsoever, to the action, inaction, or negligence of CLIENT (or its employees or agents). CLIENT acknowledges and agrees that Services Provider will enter into contracts or licenses with third parties from time to time related to the Third Party Services. Cimplx will provide copies of any such contracts or licenses related to the Third Party Services within five days of CLIENT’s written request for the same. Cimplx shall have the right to enter into, amend, rework, or modify any contract or license related to any Third Party Services as it determines from time to time at its sole discretion and without the consent of or notification to CLIENT.
Third Party Matters. The Company shall have obtained all consents approvals and waivers, and timely provided all notices, set forth on Schedule 8.02(c) attached hereto with respect to the transactions contemplated by the Transaction Documents; and
Third Party Matters. OWNERSHIP RIGHTS ------------------------------------- The parties agree that Corporation shall bear and pay for royalty obligations to third parties with respect to asserted ownership rights to TPO and/or PPO Technology which would otherwise be required from Amgen and/or Kirin. Such third party royalty payments shall be an obligation of Corporation (in addition to any royalty payments which K-A is otherwise obligated to make). It is agreed that the right to reach agreement with a third party respecting this matter shall be handled by the shareholder(s) whose territory(ies) is (are) affected. For example, if any third party person and/or entity makes a claim for TPO and/or PPO royalty payments and it affects only the territory of Japan, Kirin shall have the sole responsibility of negotiating a third party royalty rate payable by K-A which shall be binding on all parties hereto.
Third Party Matters. 10.1 If Qualcomm intentionally grants or has intentionally granted to any Third Party any [**]. For avoidance of doubt and notwithstanding the foregoing, if (i) Qualcomm acquires or has acquired patents or patent applications from a Third Party and such patents or patent applications are subject to agreements [**], or (ii) a covenant or other rights granted by Qualcomm to a Third Party [**].
10.2 Within ten (10) days after the Effective Date and throughout the term of the Agreement, Qualcomm shall identify Broadcom as a supplier of component-related products with certain rights under Qualcomm’s patent portfolio on Qualcomm’s website and in such other places where Qualcomm publicly identifies other such suppliers.
Third Party Matters. (a) Injury or Property Damages Without limiting Amdocs' obligations with respect to insurance as provided in Section 8.7 (Insurance) hereof, Amdocs and Nextel shall indemnify, defend, and hold the Nextel Indemnitees and Amdocs Indemnitees, respectively, harmless with respect to any Third Party claim alleging bodily injury, including death, or damage to tangible personal or real property, in the event that such injury or damage arises from physical acts or omissions that constitute negligence, willful misconduct, or violations of law by the indemnifying Party or its personnel, agents, or Subcontractors.
(b) Mutual Indemnities NEXTEL FINANCE COMPANY SEPTEMBER 26, 2000 CUSTOMER CARE AND BILLING SERVICES AGREEMENT CONFIDENTIAL BOSTON 2293071v3 Each Party shall defend, indemnify, and hold the other Party's Indemnitees harmless from and against claims by Third Parties that may be brought against any such Indemnitee as a result of the commercial relationship existing between the Parties and that are based upon an alleged breach of any agreement by the indemnifying Party with such Third Party.
Third Party Matters. The assignment listed on Section 6.02(d) of the Seller Disclosure Letter shall be valid and shall have become effective, and the written consent listed on Section 6.02(d) of the Seller Disclosure Letter shall have been received by Purchaser.
