By Defendants Sample Clauses

POPULAR SAMPLE Copied 1 times
By Defendants. The Defendants, for themselves and on behalf of their past, present and future companies, subsidiaries, parent companies, divisions, affiliates, members, partners, beneficiaries, employees, officers, directors, attorneys, agents, trustees and co-trustees, heirs, executors, administrators, successors, and assigns, and any of their legal representatives, RELEASE, ACQUIT, AND FOREVER DISCHARGE the Plaintiffs and the Ball Entities, including the Plaintiffs’ and the Ball Entities’ past, present and future companies, subsidiaries, parent companies, divisions, affiliates, members, partners, beneficiaries, employees, officers, directors, attorneys, agents, trustees and co-trustees, heirs, executors, administrators, successors, and assigns, and any of their legal representatives or any and all other entities and person(s) in privity with them, from any and all rights, obligations, costs, expenses, damages, losses, claims, demands, debts, liabilities, suits, and causes of action, known or unknown, asserted or unasserted, past or present, of whatever character in law or in equity, arising out of, resulting from, relating to, or in any manner connected with the facts and circumstances underlying, involving, GLOBAL SETTLEMENT AND ABSOLUTE RELEASE AGREEMENT – PAGE 4 relating to or that were brought or could have been brought by Defendants in, the Federal Lawsuit, the Ada Lawsuit, the Nez Perce Lawsuit, or the Latah Lawsuit or under the terms and conditions of the Assignment Agreement. Defendants specifically acknowledge and agree that this shall be the broadest release allowed by the law.
Source 1Source 2
By Defendants. Except as necessary to enforce this Consent Decree, Plaintiffs agree not to bring suit against OGS or any entity operating OGS for a period of five years following the close of the 28 sale of OGS to PG&E. b. Notwithstanding the above, Plaintiffs do not waive the right to bring any 2 action concerning OGS after the expiration of more than five (5) years after the close of the sale
Source 1Source 2
By Defendants. Except for obligations under this Agreement, Defendants (for themselves and their successors in interest, predecessors in interest, heirs, assigns, employees, attorneys, partners, officers and directors) hereby unconditionally remise, release, acquit, satisfy and forever discharge Plaintiff and his past and present agents, attorneys, accountants, insurers, servants, and employees (collectively, the “Plaintiff Released Parties”), of and from any and all Claims. Without limiting the generality of the foregoing, this release includes the release of any and all Claims which were or could have been raised or asserted by Defendants against the Artigliere Released Parties in the Action. Notwithstanding the foregoing, Defendants expressly exclude from the effect of this release and do not release: (i) the Artigliere Released Parties from the terms and conditions of this Agreement including, but not limited to, the indemnification provision in Paragraph 10 (e) herein; or (ii) the Defendant Released Parties from the terms and conditions of this Agreement.
Source 1
By Defendants. Except for obligations under this Agreement, Defendants (for themselves and their successors in interest, predecessors in interest, heirs, assigns, employees, attorneys, partners, officers and directors) hereby unconditionally relieve, release and forever discharge Plaintiffs and their respective affiliates, subsidiaries, officers, directors, shareholders, employees, attorneys, heirs, predecessors, successors and assigns (collectively, the “Vasa Released Parties”), of and from any and all claims, debts, liabilities, demands, judgments, accounts, obligations, promises, acts, agreements, costs, expenses (including but not limited to attorneys’ fees), damages, actions and causes of action, of any kind or nature, whether known or unknown, suspected or unsuspected, fixed or contingent, asserted or unasserted (i.e. the Claims) based on, arising out of, relating to or in connection with any act, omission, statement, occurrence, obligation or condition existing as of or prior to the date of this Agreement, from the beginning of time to the present. ADSX expressly forgives, relieves and releases Vasa from the approximately $50,000 judgment against him in favor of ADSX and PDSC in the California action entitled Maudlin v.
Source 1
By Defendants. Defendants, on behalf of themselves and on behalf of their successors and assigns, hereby covenant and agree that they: (i) shall not take any action, including without limitation the making of disparaging statements (oral or in writing) concerning Plaintiff, that is reasonably likely to injure, impair or damage the relationships between Plaintiff and any lessor, lessee, vendor, supplier, customer, distributor, franchisee, franchisor, employer, employee, consultant, state or municipal governing body or agency, or other business associate of or person or entity having any relationship with Plaintiff, as such relationship relates to Plaintiff’s employment or conduct of business, , except that nothing in this subsection 7(b)(i) shall prohibit Defendants from testifying or providing information in response to a lawful subpoena or in the course of any court action.
Source 1
By Defendants. If Defendants fail to file a registration statement on Form S-3 for the 40,000 shares with the Securities and Exchange Commission within (20) business days from April 26, 2006, then, as Xxxxxx'x sole remedy, Defendants shall be liable to Xxxxxx for $500 per day thereafter, until such time as the registration is filed, as liquidated damages. If the Defendants fail to deliver to Xxxxxx 40,000 registered shares within one business day of the registration becoming effective, then, as Xxxxxx'x sole remedy, Defendants shall be liable to Xxxxxx for $500 per day thereafter until such time as the shares are delivered.
Source 1
By Defendants. Defendants, jointly and severally, do hereby agree to fully, finally, and forever release, quit claim, and discharge Plaintiffs, jointly and severally, and as applicable, their predecessors, successors, subsidiaries, divisions, alter egos, affiliated corporations, and related entities, and their past or present officers, directors, trustees, faculty members, partners, employees, attorneys, assigns, agents, representatives, and any of all of them, from any and all claims, liabilities, demands, debts, accounts, obligations, actions, and causes of action, known or unknown, at law or in equity, which they may have had or claim to have had up through the date of the execution of this Agreement.
Source 1
By Defendants. Consistent with the representations, warranties and covenants made in this Agreement, as of the Dismissal Effective Date, Defendants and each of their respective current and future parents, subsidiaries, Affiliates, predecessors, divisions, general partners, limited partners, successors and assigns (collectively, the “Defendant Releasees”), hereby fully, finally and forever release, relinquish, acquit and discharge Plaintiff and each of its current and future parents, subsidiaries, Affiliates, predecessors, divisions, general partners, limited partners, successors and assigns (collectively, the “Plaintiff Releasees”) of and from, and covenant not to xxx, not to assign to any other person or entity a right to xxx, and not to authorize any other person or entity to xxx, any Plaintiff Releasee for, the claims, counterclaims and demands that were or could have been asserted in the District Court Case and any damages or other remedies flowing therefrom; provided, however, that the foregoing release in this Section 3.1 will not apply to any claims that arise from or relate to any breach of any representation, warranty, obligation or other term or condition of this Agreement.
Source 1

Related to By Defendants

  • Defendants the officers charged with carrying out the trust obligations of the United States, and their predecessors, have grossly mismanaged, and continue grossly to mismanage, such trusts and trust assets in at least the following respects, among others: (a) They have failed to keep adequate records and to install an adequate accounting system, including but not limited to their failure to install an adequate accounts receivable system; (b) They have destroyed records bearing upon their breaches of trust;

  • Successful Defense To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding (including, without limitation, an action by or in the right of the Company) to which the Indemnitee was a party by reason of the fact that he is or was an Agent of the Company at any time, against all expenses of any type whatsoever actually and reasonably incurred by him in connection with the investigation, defense or appeal of such proceeding.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

  • Defense of Third Party Claims In the case of a Third-Party Claim, the Indemnifying Party shall have the right: (a) to control and conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the claim, (b) to take all other reasonable steps or proceedings to settle or defend any such Third-Party Claim; provided, that the Indemnifying Party shall not settle any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), and (c) to employ counsel designated by the Indemnifying Party to contest any such Third-Party Claim in the name of the Indemnified Party or otherwise. The Indemnifying Party shall, within fifteen (15) days of receipt of a Third-Party Claim Notice (the “Indemnity Notice Period”), give written notice to the Indemnified Party of its intention to assume the defense of such Third-Party Claim. If the Indemnifying Party does not deliver to the Indemnified Party within the Indemnity Notice Period written notice that the Indemnifying Party shall assume the defense of any such Third-Party Claim, then the Indemnified Party may defend against any such Third-Party Claim in any such manner as it may deem appropriate, provided, that the Indemnified Party shall not settle any such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed. In the event that the Indemnifying Party does assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to fully participate in (but not control) such defense (including with counsel of its choice), at its sole expense, and the Indemnifying Party shall reasonably cooperate with the Indemnified Party in connection with such participation. In the event that either the Indemnifying Party or the Indemnified Party assumes the defense of a Third-Party Claim as provided above (the “Controlling Party”), the non-Controlling Party shall have the right to fully participate (but not control) in such defense (including with counsel of its choice), at its sole expense, and the Controlling Party shall reasonably cooperate with the non-Controlling Party in connection with such participation; provided, however, that Buyer and Seller shall each use its commercially reasonable efforts with respect to any information shared pursuant to this Section 7.3(b) to preserve attorney-client privilege.

  • Third Party Claims With respect to any Third Party Claim, the Indemnifying Party shall have the right, at its expense and with counsel of its choice satisfactory to the Indemnified Party, acting reasonably, to defend and, upon written request from the Indemnified Party, shall defend the Claim (including the negotiation and settlement thereof). If the Indemnifying Party elects or is required to assume such defense, the Indemnified Party shall have the right to participate in the negotiation, settlement or defense of such Third Party Claim and to retain separate counsel to act on its behalf, provided that the fees and disbursements of such separate counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential conflicting interests between them (such as the availability of different defenses). If the Indemnifying Party, having assumed such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume control of such defense and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any Third Party with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference, without interest, to the Indemnifying Party.

  • Third Party Infringement Claims In the event any claim or action for infringement of any patent, trademark, or other intellectual property right shall be made or brought by a third party against Seller, Purchaser or any of their respective Affiliates because of, or in anticipation of, the manufacture and supply of Product by Seller to Purchaser hereunder, or the marketing, sale or distribution of such Product to Purchaser Customers in the Territory by Purchaser hereunder (a “Third Party Infringement Claim”), the party first receiving such notice of the Third Party Infringement Claim shall promptly notify the other party. With respect to the Third Party Infringement Claim, Seller and Purchaser each hereby agrees that all Damages arising from or related to the Third Party Infringement Claim (including any legal fees and associated costs incurred in defending the Third Party Infringement Claim and any fees, royalties or other amounts paid in settlement or upon judgment) shall be shared as follows: (a) Except as provided in clause (b) below, Seller shall be 100% responsible for all Damages arising from any Third Party Infringement Claim, including any fees, royalties or other amounts agreed to be paid in settlement or upon judgment of the Lawsuit or otherwise; and (b) Purchaser shall be 100% responsible for all Damages arising from any Third Party Infringement Claim with respect to the use of Purchaser Trademarks. Each party agrees to indemnify the other party to ensure that Damages arising from any Third Party Infringement Claim are allocated in accordance with clauses (a) and (b) above. Unless otherwise agreed to by the parties, Seller shall control the defense any Third Party Infringement Claim described in clause (a) above and Purchaser shall control the defense of any Third Party Infringement Claim described in clause (b) above. The party controlling the defense of any Third Party Infringement Claim shall have the sole right to defend or settle any such Third Party Infringement Claim; provided, however, that such settlement does not impose any obligation or burden on the other party without the prior written consent of the other party (which consent shall not be unreasonably withheld). The party controlling the defense of any Third Party Infringement Claim shall keep the other party, at its request, materially informed of the status and progress of the defense of the Third Party Infringement Claim. No Third Party Infringement Claim shall be settled by the party who is not controlling the defense of such Third Party Infringement Claim without the prior written consent of the party controlling such defense. The non-controlling party, its employees, agents and Affiliates shall reasonably cooperate with the party (and its legal representatives) controlling the defense of any Third Party Infringement Claim in the investigation and defense of such Third Party Infringement Claim. Notwithstanding the above, and by way of clarification, neither party shall be obligated to indemnify the other party hereunder for modification or misuse of the Product by the other party or by wholesalers or the customers of either party. The provisions of this Section 17.4 shall be notwithstanding any conflicting provisions set forth in this Agreement, including Sections 17.1, 17.2 and 17.3.

  • Notice; Defense of Claims An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

  • Claims and Litigation No pending or, to the Company's knowledge, threatened, claims, suits or other proceedings exist with respect to any Employee Benefit Plan other than normal benefit claims filed by participants or beneficiaries.

  • Defense of Infringement Claims In the event Licensee or Licensor becomes aware that Licensee’s or any of its Affiliates’ or any Sublicensees’ practice of the Licensed Patents is the subject of a claim for patent infringement by a Third Party, that Party shall promptly notify the other, and the Parties shall consider the claim and the most appropriate action to take. Licensee shall cause each of its Affiliates and each Sublicensee to notify Licensee promptly in the event such entity becomes aware that its practice of the Licensed Patents is the subject of a claim of patent infringement by another. To the extent Licensor takes any action, Licensor (or the ReGenX Licensors) shall have the right to require Licensee’s reasonable cooperation in any such suit, upon written notice to Licensee; and Licensee shall have the obligation to participate upon Licensor’s request, in which event, Licensor shall bear the cost of Licensee’s participation. Without Licensor’s prior written permission, Licensee must not settle or compromise any such suit in a manner that imposes any material obligations or restrictions on Licensor or the ReGenX Licensors or grants any rights to the Licensed Patents other than rights that Licensee has the right to grant under this Agreement.

  • Notice and Defense of Third Party Claims Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.