ADA Litigation Sample Clauses

ADA Litigation. Borrower acknowledges that that certain Equal Rights Center v. Archstone litigation (Civil Action No. 04-03975 (AMD), U.S. Dist. Ct., D. Md.) (the “ADA Litigation”) identifies various properties (which properties may include the Mortgaged Properties), owned by Borrower, IDOT Guarantor or other entities affiliated with ASOT, as having potential construction/design violations under the Fair Housing Act and the Americans with Disabilities Act. Borrower and IDOT Guarantor shall abide by all terms, provisions, requirements and conditions resulting from a final adjudication, settlement, resolution or other disposition of the ADA Litigation, including, but not limited to, the Consent Decree.
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ADA Litigation. Borrower acknowledges that that certain lawsuit styled The Equal Rights Center v. Equity Residential and ERP Operating Limited Partnership (United States District Court for the District of Maryland, Case No. CCB-06-1060) (the “ADA Litigation”) identifies various properties, owned by Borrower or other entities affiliated with EQR, as having potential construction/design violations under the Fair Housing Act and the Americans with Disabilities Act. Borrower shall abide by all terms, provisions, requirements and conditions resulting from a final adjudication, settlement, resolution or other disposition of the ADA Litigation.
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ADA Litigation. Seller will use commercially reasonable efforts to conclude the ADA Litigation by the Closing Date. Seller's failure to do so will not entitle Purchaser to: (i) delay the Closing, (ii) reduce the Purchase Price, or (iii) terminate this Agreement; provided, however, Seller and Arvida (together, the "Indemnifying Party") agree to indemnify and hold Purchaser harmless from all judgments, fees and costs incurred by Purchaser as a result of the ADA Litigation (the "ADA Indemnified Claim"). Purchaser will promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to the ADA Indemnified Claim is required) give the Indemnifying Party written notice of an ADA Indemnified Claim which is asserted for the first time after the Effective Date. Indemnifying Party will have the right, at its election, to take over the defense or settlement of such ADA Indemnified Claim by giving prompt written notice to Purchaser (but in no event later than five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required). If the Indemnifying Party makes such election, it may conduct the defense of such ADA Indemnified Claim through counsel or representative of its choosing and will be responsible for the expenses of such defense. Purchaser agrees to cooperate in the defense of such ADA Indemnified Claim and will grant Indemnifying Party access to records, information and personnel which are pertinent to such defense. So long as Indemnifying Party is diligently contesting any such ADA Indemnified Claim in good faith, Indemnifying Party may pay or settle such claim at its own expense. If Indemnifying Party does not make the election to defend Purchaser, then Purchaser may, upon five (5) days' written notice to Indemnifying Party, and at the expense of Indemnifying Party, proceed to handle such ADA Indemnified Claim and Indemnifying Party will be bound by any settlement that Purchaser makes in good faith with respect to such ADA Indemnified Claim.
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Related to ADA Litigation

  • Third Party Litigation In the event that a Third Party institutes a patent or other infringement suit against any of NovaDel, PAR or HANA or any of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the Territory, infringes one or more patent or other intellectual property rights held by such Third Party (an “Infringement Suit”), the Parties shall cooperate with one another in defending such suit. PAR, as the NDA holder, shall have the first right to direct and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Product; provided, however, that PAR shall have the right to credit [***] percent ([***]%) of any amounts paid by PAR through judgment or settlement with respect to such country against the royalty payments to be paid by PAR to HANA with respect to the sale of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademark.

  • Transaction Litigation In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed, or conditioned).

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Pending Litigation Financial position and prospective long-term profitability of the Single Tenderer, and in the case the Tenderer is a JV, of each member of the JV, shall remain sound according to criteria established with respect to Financial Capability under paragraph I (i) above assuming that all pending litigation will be resolved against the Tenderer. Tenderer shall provide information on pending litigations as per Form CON-2.

  • Certain Litigation The Company agrees that it ------------------- shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.