Excluded Litigation Sample Clauses

Excluded Litigation. With respect to the excluded litigation specified on Schedule 3(c)(iii) (the "Excluded Litigation"), the parties agree as follows:
Sample 1
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Excluded Litigation. The following is added to Section 1 between the definitions of "ERISA" and "Founding Companies":
Sample 1
Excluded Litigation. (a) Seller, at its expense, shall have the right to and shall defend, with current counsel or such other counsel as Seller may select from time to time which other counsel shall be reasonably satisfactory to Purchaser, all Excluded Litigation by all appropriate proceedings, which proceedings shall be prosecuted by Seller with reasonable diligence to a final conclusion or shall be settled at the discretion of Seller (but only with the consent of Purchaser, which consent will not be unreasonably withheld or delayed and which consent shall not be required in the case of (i) any consent decree, injunctive or other relief that consists solely of a prohibition on the Company or any Subsidiary, after the Closing, using the trademark "Metab-O-Lite" (or any tradedress that bears the name "Metab-O-Lite") or from selling ephedra or products that contain ephedra or restricting the content of advertisements relating thereto; provided that such relief does not restrict the right of Purchaser, the Company or any Subsidiary to advertise ephedra-free products, or (ii) any settlement that provides for no relief other than the payment of current cash damages (or the current establishment of any kind of cash fund) as to which Purchaser will be indemnified by Seller in full. Seller shall have full control of such defense and prosecution, including (except as provided in the immediately preceding sentence) any settlement thereof and shall be bound by the outcome thereof. Seller shall keep Purchaser reasonably apprised of developments in each Excluded Litigation, furnishing to Purchaser copies of documents and allowing it to attend proceedings therein as Purchaser shall reasonably request, except as otherwise required by applicable Law or Order.
Sample 1
Excluded Litigation. (a) Prior to Closing, to the extent permitted by applicable Law, Seller shall cause the Acquired Companies to assign to Seller or a Non-Company Affiliate, and Seller or such Non-Company Affiliate shall assume, all claims and liabilities resulting from the Excluded Litigation without any further right, liability, or obligation of any Acquired Company.
Sample 1
Excluded Litigation. 69 14.03 Benefits Relating to Royal Numico General Nutrition Management Stock Purchase Plan............ 70 14.04 Retention and Severance Agreements, and Bonus Plans........................................... 71 ARTICLE 15 MISCELLANEOUS................................................................................. 72
Sample 1
Excluded Litigation. (a) As between the Seller and the Purchaser, Seller, at its expense, shall have the right to and shall defend, with current counsel or such other counsel as Seller may select from time to time, all Excluded Litigation by appropriate proceedings, which proceedings shall be prosecuted by Seller with reasonable diligence to a final conclusion or shall be settled at the discretion of Seller (but only with the consent of Purchaser, which consent will not be unreasonably withheld or delayed and which consent shall not be required in the case of any consent decree or injunctive relief with respect to any product that the Company and the Subsidiaries ceased or were required to cease to sell on or prior to Closing or any settlement that provides for no material relief other than the payment of monetary damages as to which Purchaser will be indemnified in full, subject to Section 9.01(b)(i) and (ii)) and no admission of fault on behalf of the Company or any predecessor; provided, however, that the foregoing shall not be interpreted as requiring Seller to defend any Excluded Litigation which any vendor of products to the Company or any of the Subsidiaries or such vendor's insurance company has the right to and does defend (such vendors and their insurance companies are referred to collectively as the "Vendors"). As between Seller and Purchaser, Seller shall have full control of such defense and prosecution, including (except as provided in the immediately preceding sentence) any settlement thereof and the right to exercise on behalf of the Company or any Subsidiary the right to consent to any settlement proposed by any such Vendor (except as also provided in the immediately preceding sentence).
Sample 1

Related to Excluded Litigation

  • Third Party Litigation The undersigned agrees to be available to the Company and its affiliates on a reasonable basis in connection with any pending or threatened claims, charges or litigation in which the Company or any of its affiliates is now or may become involved, or any other claims or demands made against or upon the Company or any of its affiliates, regardless of whether or not the undersigned is a named defendant in any particular case.

  • Material Litigation Promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.01(f), and promptly after the occurrence thereof, notice of any material adverse change in the status or the financial effect on any Loan Party or any of its Subsidiaries of the Material Litigation from that described on Schedule 4.01(f) hereto.

  • Related Litigation The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation Proceedings pursuant to the Arbitration Act.

  • Transaction Litigation From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, Acquiror, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any shareholder demand (or threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (x) in the case of Acquiror, Acquiror, any of Acquiror’s controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such) or (y) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). Acquiror and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed) or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • 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 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.

  • 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.

  • 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.

  • No Governmental Litigation There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, any damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Company; or (d) which would materially and adversely affect the right of the Company or Parent to own the assets or operate the business of Parent following the Merger.

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