Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director of the Company unless # the Company has joined in or the Board has consented to the initiation of such Proceeding; # the Proceeding is one to enforce indemnification rights under [Section 5]; or # the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.

Notification of Proceeding. Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or advancement of expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

No Adverse Proceeding; Title. There is no litigation, adverse proceeding or investigation pending or threatened against the Seller, before any governmental authority # asserting the invalidity of this Agreement, # seeking to prevent the consummation of any of the transactions contemplated by this Agreement or # seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Purchaser. The Seller is not # in violation of any applicable laws that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Purchaser or # subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Purchaser.

Proceeding with Change Order. Nothing in this [Article 16.0] shall excuse the Contractor from promptly proceeding with the additions, dispensations or changes specified in the Change Order. In the event the Parties fail to agree on an equitable adjustment (upward or downward) to the Contract Price ​, the Delivery Schedule or both, and to such other provisions as may be affected with respect to the proposed change, Customer may by Change Order direct the Contractor to proceed with the requested change, in which case, the Contractor shall proceed with the requested change in accordance with the Change Order. The Parties shall continue to negotiate the adjustments to the Contract, and pending completion of negotiations, Customer shall pay to the Contractor for the Work performed pursuant to the Change Order based upon Contractor’s good faith estimate of an equitable adjustment for the change and subsequent reconciliation. Customer shall set forth such good faith determination in the Change Order for the directed change, and shall make payments based on such amount, while the process to determine the equitable adjustments to the Contract are ongoing.

No Order or Proceeding. No Order shall be issued by any Governmental Authority restraining or prohibiting the consummation of the transactions contemplated by this Agreement.

Promptly after receipt by Indemnitee of notice of the commencement of any Claim by reason of (or arising in part out of) an Indemnifiable Event, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except as provided in [Section 7(c)].

The Court has jurisdiction over these chapter 11 cases pursuant to [section 1334] of title 28 of the United States Code. The Court has exclusive jurisdiction to determine whether the Disclosure Statement and the Plan comply with the applicable provisions of the Bankruptcy Code and should be approved and confirmed, respectively. Venue is proper in this district pursuant to [[sections 1408 and 1409]9]]9] of title 28 of the United States Code. Approval of the Disclosure Statement, including associated solicitation procedures, and Confirmation of the Plan are core proceedings within the meaning of [section 157(b)(2)] of title 28 of the United States Code.

Separability; Legal Actions; Legal Fees. If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof, which shall remain in full force and effect. Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement that cannot be resolved by Executive and the Company, including any dispute as to the calculation of Executive's benefits or any payments hereunder, shall be submitted to arbitration in New York, New York in accordance with the laws of the State of New York and the procedures of the American Arbitration Association, except that if Executive institutes an action relating to this Agreement, Executive may, at Executive's option, bring that action in any court of competent jurisdiction. Judgment may be entered on an arbitrator(s) award in any court having jurisdiction.

Legal Opinions. The Purchaser shall have received # the opinion of Winston & Strawn LLP, corporate counsel for the Company Group, and # the opinion of Alston & Bird LLP, tax counsel for the Company Group, in substantially the forms set forth as [Exhibit E] and [Exhibit F] to this Agreement, respectively, each dated as of the Initial Closing Date.

Legal Impediment. There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such rights.