Assumption of Litigation Sample Clauses

Assumption of Litigation. The Shareholder shall assume the defense of and any and all liabilities arising out of or related to any action, suit or other legal or administrative proceeding pending against Solair or any of it properties or assets and of which Solair or the Shareholder have knowledge as of the Closing Date (including without limitation, any matters disclosed in Schedule 6.15) (collectively, the "Assumed Litigation"). For purposes of this Section, Solair and the Shareholder shall be deemed to have knowledge of any action, suit or proceeding, service of process of which shall have been made upon Solair or the Shareholder (or their respective registered agents) prior to the Closing. Notwithstanding the foregoing (i) the Shareholder shall have no right to consent to the entry of a judgment or enter into any settlement or compromise in connection with any Assumed Litigation to the extent the consent, settlement or compromise provides for any injunctive or other equitable relief against Solair, or otherwise provides for any continuing obligations of any nature against Solair or loss of rights of Solair (other than the rights of Solair to any benefits that may accrue or arise from Assumed Litigation), unless Kellxxxxx xxxsents thereto in writing, and (ii) Kellxxxxx xxxll have the right to select separate counsel to participate in the defense of any Assumed Litigation on its behalf, at its sole cost and expense. Solair shall cooperate with the Shareholder in connection with the defense of the Assumed Litigation as may reasonably be requested by the Shareholder (and the Shareholder shall reimburse Kellxxxxx, Xxxxxx xxx their respective officers, directors and employees for any out-of-pocket costs and expenses incurred by them in providing such cooperation), provided that such cooperation shall not disrupt the conduct of Kellxxxxx'x xx Solair's day-to-day business and operations. The Shareholder shall be entitled to any benefits that may accrue or arise from the Assumed Litigation. Solair shall, if requested by the Shareholder, sign a limited release agreement confirming its release, subject to the terms and conditions of this Agreement, of any rights in or to the claims made in the Assumed Litigation.
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Assumption of Litigation. (a) The Buyers agree to assume the defense of any and all present or future claims, Proceedings and other litigation and disputes of every kind (except for disputes relating to Taxes which are addressed in Section 5.7) relating to the Business to the extent the same are Assumed Liabilities, and, whether or not any of the Sellers or their Affiliates are party to such claims, Proceedings or other litigations, to indemnify the Sellers and their Affiliates (other than the Sold Companies but excluding any attorneys fees incurred after the date of the Buyer’s assumption of the defense) in respect of any liability, claim, damage or expense (including reasonable attorney’s fees) of any kind whatsoever which the Sellers or any of their Affiliates may incur arising out of or relating to any such litigation or claim to the extent the same are Assumed Liabilities. The Buyers shall have the right to assume and conduct the defense of any matters assumed by it pursuant to this Section and the Sellers and their Affiliates shall cooperate in such defense to the extent reasonably requested by the Buyers. Seller may not settle any such claim, Proceeding or other litigation without Buyer’s prior consent.
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Assumption of Litigation. (a) As soon as reasonably practicable after the Closing, the Buyers agree to assume the defense of any and all present or future claims, proceedings and other litigation relating to the Business (to the extent the same are Assumed Liabilities), and, whether or not any of the Sellers or their Affiliates are party to such claims, proceedings or other litigations, to indemnify the Sellers and their Affiliates (other than the Sold Companies) in respect of any Liability, claim, damage or expense (including reasonable attorney’s fees) of any kind whatsoever which the Sellers or any of their Affiliates may incur arising out of or relating to any such litigation or claim. The Buyers shall have the right to assume and conduct the defense of any matters assumed by it pursuant to this Section and the Sellers and their Affiliates shall cooperate in such defense to the extent reasonably requested by the Buyers.
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Assumption of Litigation. The Buyer agrees to assume, after the Closing, the defense of any and all present or future claims, proceedings and other litigation relating to the Business. The Buyer shall have the right to assume and conduct the defense of any matters assumed by it pursuant to this Section 5.13 and Seller Parent and their Affiliates shall cooperate in such defense to the extent reasonably requested by the Buyer. After the Closing Date, the Buyer shall have the sole and exclusive right to investigate, respond to, contest, defend (including appeals), negotiate the resolution of, and settle any Proceeding arising out of or relating to any action asserted by any Governmental Authority related to any matter relating to the Business’ compliance with Export Control Laws, and select legal counsel in connection therewith. Seller Parent shall not have any right to participate in any such Proceeding.
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Assumption of Litigation. The Buyer agrees from and after the Closing Date to assume the defense of claims, proceedings and other litigation set forth on Schedule 5.6 and agrees to indemnify the Sellers and their respective Affiliates (other than the IPC Entities) in respect of any liability, claim, damage or expense (including reasonable attorney's fees) of any kind whatsoever which such Sellers or any such Sellers' Affiliates may incur arising out of or relating to any such litigation or claim.
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Assumption of Litigation. The Acquiror agrees to assume the defense of any and all present or future claims, proceedings and other litigation Related to the Business or otherwise arising out of or primarily relating to any Transferred Entity, Transferred Assets or any Assumed Liability, and, whether or not any of the Transferred Entities, the Company or their Subsidiaries are party to such claims, proceedings or other litigations, to indemnify the Company and its Subsidiaries in respect of any Liability, Loss or expense (including reasonable attorney’s fees) of any kind whatsoever which the Company or any of its Subsidiaries may incur arising out of or relating to any such litigation or claim. The Acquiror shall have the right to assume and conduct the defense of any matters assumed by it pursuant to this Section 5.10 and the Company and its Subsidiaries shall cooperate in such defense to the extent reasonably requested by the Acquiror.
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Assumption of Litigation. 7 Section 5.03 Litigation Support.........................................7 Section 5.04 Settlement.................................................8 Section 5.05 Indemnitor Appointed Attorney in Fact......................8
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Assumption of Litigation. The Indemnitor may, but shall not be obligated to, assume from the Partnership and York Partners the defense of any or all actions or proceedings constituting Litigation; may, but shall not be obligated to, employ counsel for the Partnership and York Partners satisfactory to the Indemnitor; and may, but shall not be obligated to, pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, York Partners shall be entitled to employ counsel separate from counsel for the Partnership and from any other party in any such Litigation if York Partners reasonably determines that a conflict of interest exists which makes representation by counsel chosen by the Indemnitor not advisable or if York Partners reasonably determines that the Indemnitor's assumption of the defense does not adequately represent its interest. In such event, the reasonable fees and disbursements of such separate counsel shall be paid by York Partners.
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Assumption of Litigation. If the Purchaser notifies the Seller that it intends to discontinue the Tax Litigation, or if the Seller determines, acting reasonably, that the Purchaser is not using commercially reasonable efforts in good faith to pursue the Tax Litigation as provided in Section 7.10(2)(a), the Seller may assume control of the Tax Litigation whereupon (and notwithstanding anything to the contrary in Article 6 or Article 7):
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Related to Assumption of Litigation

  • Notification of litigation The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party, the Approved Manager, any Ship or the Earnings or the Insurances of any Ship as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.

  • Assumption of Liability Guarantor represents, warrants, covenants, agrees and confirms to Lender that, from and after the date of this Agreement, Guarantor assumes the obligations of the Original Guarantors under the Original Loan Documents, as amended by this Agreement and the other Loan Modification Documents (collectively, referred to herein as the “Obligations”), and agrees to timely pay or perform such Obligations in accordance with the terms of the Loan Documents. Accordingly, Guarantor acknowledges that Guarantor (a) has previously been supplied with copies of all of the Original Loan Documents, (b) has had full opportunity to review the terms of the Original Loan Documents, and (c) is entering into this Agreement with the full realization and understanding that the Property is subject to the liens and other restrictions, obligations and conditions created by and set forth in the Loan Documents.

  • Disposition of Litigation The Company will consult with Holding with respect to any Action by any Third Party to restrain or prohibit or otherwise oppose the Merger or the other transactions contemplated by this Agreement and, subject to Section 6.3, will resist any such effort to restrain or prohibit or otherwise oppose the Merger or the other transactions contemplated by this Agreement. Holding may participate in (but not control) the defense of any stockholder litigation against the Company and its directors relating to the transactions contemplated by this Agreement at Holding's sole cost and expense. In addition, subject to Section 6.3, the Company will not voluntarily cooperate with any Third Party which has sought or may hereafter seek to restrain or prohibit or otherwise oppose the Debt Offer, the Merger or the other transactions contemplated by this Agreement and will cooperate with Holding to resist any such effort to restrain or prohibit or otherwise oppose the Debt Offer, the Merger or the other transactions contemplated by this Agreement.

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Notice of Litigation and Judgments The Borrower will give notice to the Agent in writing within five (5) Business Days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower, any Guarantor or any of their respective Subsidiaries or to which the Borrower, any Guarantor or any of their respective Subsidiaries is or is to become a party involving an uninsured claim against the Borrower, any Guarantor or any of their respective Subsidiaries that could either reasonably be expected to cause a Default or could reasonably be expected to have a Material Adverse Effect and stating the nature and status of such litigation or proceedings. The Borrower will give notice to the Agent, in writing, in form and detail reasonably satisfactory to the Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of their respective Subsidiaries in an amount in excess of $10,000,000.00.

  • Notice of Litigation Each Purchaser shall promptly notify the applicable Seller upon becoming aware of any Proceedings or threatened Proceedings concerning any Serviced Appointment (whether or not the Sellers are named in such Proceedings), in each case, excluding Proceedings in servicer-managed mortgage-level litigation with respect to residential mortgage-backed securities transactions. Notices pursuant to this Section 6.4 will be delivered to the notice recipient designated on Annex B.

  • Assumption and Exclusion of Liabilities (a) Upon the terms and subject to the conditions set forth in this Agreement, Purchaser shall assume, and agree to pay, perform and discharge as and when due and owing, only the following Liabilities (the “Assumed Liabilities”):

  • Defense of Litigation To appear in and defend any action or proceeding that may affect its title to or Secured Party’s interest in the Collateral.

  • Absence of Litigation There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

  • Assumption of Defense of a Third-Party Claim Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 8.3.1 in respect of a Third-Party Claim, the Indemnifying Party may, by notice to the Indemnified Party delivered within twenty (20) Business Days of the receipt of notice of such Third-Party Claim, assume the defense and control of any Third-Party Claim, with its own counsel and at its own expense, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense (subject to the Indemnifying Party agreeing in writing that it is obligated to indemnify the Indemnified Party pursuant to, and subject to the limitations set forth in, this Article 8);provided, however, the Indemnifying Party shall not be entitled to assume the defense (unless otherwise agreed to in writing by the Indemnified Party) of any criminal or regulatory action or claim, any claim seeking material non-monetary remedies, or any claim where the indemnifiable amount, when taken together with all other outstanding claims for indemnification, would reasonably be expected to exceed twice the maximum amount for which the Indemnifying Party can be liable pursuant to this Article 8. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Party Claim, unless such settlement, compromise, discharge or entry of any judgment (i) does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party and (ii) contains, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, an unconditional release of each Indemnified Party from any and all Liabilities in respect of such Third-Party Claim.

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