Certain Third Party Claims Sample Clauses

Certain Third Party Claims. Any Third Party Claim that both (i) results solely from actions or omissions of Buyer occurring after the Closing Date and (ii) relates to the Business or the Assets, other than any Third Party Claim subject to the indemnity of Section 8.1.

Certain Third Party Claims. 50 Section 8.3 Notification of Third Party Claims....................50 8.3.1 Timely Delivery of Claim Notice..............50 8.3.2 Late Delivery of Claim Notice................50 8.3.3 Paid or Settled Claims.......................50 Section 8.4 Defense of Claims.....................................51 Section 8.5 Access and Cooperation................................51 Section 8.6

Certain Third Party Claims. Rights of indemnification, contribution, reimbursement or other claims of Seller against third parties (including, without limitation, insurance carriers and parties to any of the Assumed Contracts) in respect of liabilities or obligations retained by Seller;

Certain Third Party Claims. Without limiting the foregoing, if at any time, in the reasonable opinion of a Buyer Indemnified Party, notice of which shall be given in writing to Seller as Indemnifying Party, any such Third-Party Claim (i) seeks injunctive relief that relates to the Business or the properties, assets, Liabilities, profits or conditions (financial or otherwise) of a Buyer Indemnified Party (including the Transferred Assets, the Assumed Liabilities, the assets, rights, properties and Liabilities of the Transferred Subsidiaries, the Shares and the GmbH Shares) or (ii) seeks, together with any other Losses reasonably expected in connection therewith, Losses that are reasonably likely to exceed the Cap by an amount of at least the lesser of $25,000,000 and 125% of the amount then available under the Cap, the Buyer Indemnified Party shall have the right to participate jointly in the control of the defense of any such Third-Party Claim (unless and until, in the case of clause (i), such injunctive relief is denied) and the amount of any judgment or settlement and the reasonable costs and expenses of defense (with the reasonable attorneys’ fees and expenses of one counsel) shall be included in Losses subject to indemnification hereunder, and settlement of any such claims shall be subject to Section 6.4(b)(iv)(1).

Certain Third Party Claims. (a) Regardless of any investigation at any time made by or on behalf of Foamex or of any knowledge or information that Foamex may have, GFI indemnifies and agrees to fully defend, save and hold Foamex and any of its affiliates, other than GFI and its subsidiaries, harmless if Foamex or any of its affiliates, other than GFI and its subsidiaries, shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all reasonable attorneys' fees), claim or cause of action (collectively, "Damages") arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, the use by GFI of the Foamex Products or the inclusion of the Foamex Products in any goods or other items sold, manufactured, or produced by GFI, other than any Damages arising out of any defect in any Foamex Product or the gross negligence or wilful misconduct of Foamex. (b) Regardless of any investigation at any time made by or on behalf of GFI or of any knowledge or information that GFI may have, Foamex indemnifies and agrees to fully defend, save and hold GFI and any of its affiliates other than Foamex and its subsidiaries, harmless if GFI or any of its affiliates other than Foamex and its subsidiaries shall at any time or from time to time suffer any Damages arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, the use by Foamex of the GFI Products or the inclusion of the GFI Products in any goods or other items sold, manufactured, or produced by GFI, other than any Damages arising out of any defect in any GFI Product or the gross negligence or wilful misconduct of GFI.

Certain Third Party Claims. 3 1.2.3 Unrelated and Corporate Assets . . . . . . . . . . . . . 3 1.2.4

Certain Third Party Claims. Except as specifically set forth in Section 12.6 and 12.7, neither Party shall seek indemnification from the other Party from and against any damages arising out of or resulting from any third-party claims brought against such Party’s use of the Supported Software and Embedded Systems and alleging that such use infringes such third party’s trademark, copyright, trade secret or patent. Instead, the affected Party shall seek indemnification from the owner or licensor of such Supported System or Embedded Software. ▇▇▇▇▇ Systems agrees to pass through to Newco any indemnification rights that it may have against the owner or licensor of the Supported Software and Embedded Software, and shall procure the necessary rights to do so

Certain Third Party Claims. Subject to consummation of the Closing and the terms and conditions set forth in this Agreement, the Seller hereby agrees to indemnify and hold harmless the Purchaser from and against any and all losses, liabilities, obligations and damages (collectively, “Losses”) arising from a claim by the following third parties only: the Option Holders, the BPT Liquidator or any Essence Shareholder, that such party is entitled to any amount on account of the Transaction.

Certain Third Party Claims. Notwithstanding the foregoing, in the event of a Third Party Claim contemplated by Sections 8.01(B)(v) or 8.01(B)(vi) above, the Indemnifying Party and the Indemnified Party shall mutually agree upon one counsel on or prior to December 15, 2005 and shall mutually determine the defense of such claim or demand on or prior to January 13, 2006. The Indemnifying Party shall reimburse the Indemnified Party for the first $250,000 of the reasonable attorneys fees and expenses, reasonable paralegal fees and expenses, reasonable investigative fees and expenses and sales and use taxes imposed on such amounts, and 75% of such fees, costs, taxes and charges in excess of $250,000, in connection with the defense of such claim or demand under Sections 8.01(B)(v) or 8.01(B)(vi) above and only to the extent incurred during the two-year period following the Closing (which will be disbursed from the Indemnification Escrow Cash). Notwithstanding the first sentence of this paragraph, but subject to the following two sentences, the Indemnified Party shall control the defense of a Third Party Claim contemplated by Sections 8.01(B)(v) or 8.01(B)(vi) at such time as the Escrow Indemnification Cash is exhausted or, if earlier, on the later of (x) the first anniversary of the date hereof and (y) such time, if any, that the Indemnified Party has made claims for indemnification in accordance with this Agreement in excess of the Members' maximum indemnification obligations set forth in this Agreement for such claims (e.g. once the Indemnified Party claims more than $2,000,000 pursuant to a Third Party Claim contemplated by Sections 8.01(B)(v), 8.01(B)(vi) and/or 8.01(B)(viii) above, the Indemnified Party shall control the defense of any such claim or demand). The Indemnifying Party must consent to the settlement of a Third Party Claim contemplated by Section 8.01(B)(vi) if such settlement (x) does not provide for a "per lead" royalty during the two-year period following the Closing that is financially materially the same to the "per lead" royalty in such settlement for periods following such two-year period or (y) provides for a lump sum settlement for the two-year period following the Closing. Moreover, in the event that a Third Party Claim contemplated by Section 8.01(B)(v) is not settled by the execution of a "per lead" royalty or licensing arrangement that is financially materially the same to a "per lead" royalty or licensing arrangement consummated in connection with the settlemen...