Certain Litigation Matters. The Owner Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.
Certain Litigation Matters. The Owner Trustee shall provide prompt written notice to the Transferor, the Administrator and the Servicer of any Proceeding or investigation actually known to an Authorized Officer of the Owner Trustee in any way relating to the Issuer, the Owner Trust Estate or any 20[__]-[_] Basic Document.
Certain Litigation Matters. The Owner Trustee and the Delaware Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee or the Delaware Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.
Certain Litigation Matters. (a) The Trust Agent, the Indenture Trustee or the Owner Trustee shall provide prompt written notice to the Insurer of any action, proceeding or investigation of which a Responsible Officer of the Trust Agent, the Indenture Trustee or the Owner Trustee, as applicable, has actual knowledge that could adversely affect the Trust or the Trust Estate or the rights or obligations of the Insurer under the Basic Documents or any other document delivered with respect thereto.
(b) The Trust Agent, the Indenture Trustee and Owner Trustee shall, upon written notice from the Insurer, allow the Insurer to institute, assume or control the defense of any action, proceeding or investigation that could adversely affect the Trust or the Trust Estate or the rights or obligations of the Insurer under any of the Basic Documents or any other document delivered with respect thereto.
(c) None of the Trust Agent, the Indenture Trustee or the Owner Trustee shall, without the Insurer's prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation that could adversely affect the Trust or the rights or obligations of the Insurer under any of the Basic Documents or any other document delivered with respect thereto.
Certain Litigation Matters. 17 ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
Certain Litigation Matters. Notwithstanding anything herein to the contrary, from and after the Distribution Date, (a) Covidien shall have the exclusive right to control in its sole discretion all proceedings and negotiations relating to the Actions specified on Schedule 2.12, including the exclusive right to settle such Actions in its sole discretion, and (b) all costs (including legal fees and other out-of-pocket expenses) and other Liabilities incurred by any of the Parties or their respective Subsidiaries in connection with any Actions specified in Schedule 2.12, and all monies received by any of the Parties or their respective Subsidiaries in connection with such Actions, shall be shared 70% by Covidien and 30% by Mallinckrodt.
Certain Litigation Matters. To the Knowledge of Seller, after due inquiry of the existing or former officers of the Company listed on Schedule 2.1.10, neither the Majority Member nor any of such officers engaged in the conduct described in Paragraphs 27, 28, 29, 31, 67, 68, 70, 71 and 72 of the Complaint in Sopxx x. Organic Inc., et al., Civ. No. 01-4778 (S.D.N.Y.).
Certain Litigation Matters. The Owner Trustee -------------------------- shall provide prompt written notice to the Depositor, the Seller, the Servicer and the Insurer of any action, proceeding or investigation known to the Owner Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate or the rights or obligations of the Insurer under any of the Transaction Documents. If no Insurer Default shall have occurred and be continuing, and neither the Depositor nor CarMax shall be actively defending any such action, proceeding or investigation, then the Owner Trustee shall, upon written notice from the Insurer, allow the Insurer to institute, assume or control the defense of such action, proceeding or investigation.
Certain Litigation Matters. Merck agrees that, except as reflected in (i) the requirements for constituting an Eligible Claimant, (ii) the Eligibility Requirements or (iii) the Point Awards Criteria, and without limitation of, and subject to, all of the other express terms of this Agreement (including Article 10), any defenses of liability that Merck might otherwise have as against the Program Claims of any particular Enrolled Program Claimant, such as statutes of limitation and repose, jurisdiction, venue, mitigation, comparative/contributory negligence, assumption of risk, independent intervening cause and products’ liability, specific defenses such as state of the art, no safe alternative design, preemption, FDA and other regulatory approval, learned intermediary, etc., shall not (for purposes of, and solely for purposes of, this Agreement) apply to such Program Claim of such Enrolled Program Claimant. For the avoidance of doubt, it is understood and agreed that any and all such defenses (and any and all other available defenses) shall be available to Merck with respect to any litigation outside of this Agreement with such Enrolled Program Claimant (including in the event that his Release is returned to him as set forth herein).
Certain Litigation Matters. (a) Recco and Onyx shall provide prompt written notice to the Surety Provider, the Collateral Agent and the Program Manager of any action, proceeding or investigation of which a Responsible Officer of Recco or Onyx (as applicable) has actual knowledge that could materially adversely affect the rights or obligations of the Surety Provider, the Collateral Agent or the Program Manager under the Operative Documents or any other document delivered with respect thereto.
(b) Recco and Onyx shall, upon written notice from (i) the Controlling Party or, (ii) with prior written consent of or at the request of, the Controlling Party, allow the Surety Provider, the Collateral Agent or the Program Manager to institute, assume or control the defense of any action, proceeding or investigation that could materially adversely affect the rights or obligations of the Surety Provider, the Collateral Agent or the Program Manager under the Operative Documents or any other document delivered with respect thereto, if Onyx or Recco (as the case may be) shall not be actively defending such action, proceeding or investigation.
(c) Neither Recco nor Onyx shall, without the Controlling Party's prior written consent or unless directed by the Controlling Party, agree to any settlement of any action, proceeding or investigation that could materially adversely affect the rights or obligations of the Surety Provider, the Collateral Agent or the Program Manager under the Operative Documents or any other document delivered with respect thereto.
(d) For purposes of this Section 7.3 and the definition of "Surety Provider Defense Costs" set forth in the Definitions List, and without limiting the meaning of the term "materially," any of the following actions or proceedings shall be deemed to materially adversely affect the rights or the obligations of the Surety Provider, the Collateral Agent or the Program Manager: (i) any action or proceeding brought as a putative class action or lawsuit where the plaintiff is proceeding in a representative capacity, whether brought under federal or state procedural rules; or (ii) any actions or proceedings where the aggregate amount of damages sought against Onyx or Recco in such actions or proceedings shall be equal to or in excess of $1,000,000 and in which the underlying causes of action are related to Onyx's contract origination procedures, in each case, to the extent such action or proceeding is related to the Purchased Contracts.
(e) Notwithstanding anyt...