Goodwill Litigation Sample Clauses

Goodwill Litigation. Investor acknowledges that to the extent that the Company issues litigation tracking warrants or similar instruments, in the after-tax, and net-of-attributable-expenses, benefits of any proceeds attributable to any judgment or settlement received by the Company in respect of the Company's current claim against the Government of the United States relating to existing supervisory goodwill claims ("Litigation Benefits") on or before the date the Series B Stock becomes convertible into Common Stock in accordance with the Series B Certificate (such litigation tracking warrants or similar instruments so issued, "LTWs"), then the Investor shall have no claim with respect to any such LTWs other than the anti-dilution rights with respect to the issuance of such LTWs which are expressly set forth in the Warrant Certificates.
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Goodwill Litigation. Following the Effective Time, the Acquiror shall and shall cause the Bank (and, subject to clause (iii) hereof, any permitted successor to the Bank), as applicable, to (i) take all actions necessary or desirable to pursue the Bank's claims in the Goodwill Litigation, (ii) file with applicable regulatory agencies such periodic and other reports as are necessary to furnish and update information to holders of the Participation Interests or Secondary Participation Interests, (iii) refrain from taking any action that would violate the requirements of 31 U.S.C. Section 3727, including, without limitation, any action that would cause an "assignment" (as defined therein) of the claims to the Goodwill Litigation, and (iv) refrain from taking any action to dismiss, settle, compromise or otherwise cease prosecution of Goodwill Litigation on terms that do not result solely in the payment of cash or other readily monetizable consideration by or on behalf of the United States to the Bank.
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Goodwill Litigation. 5 3.12 Agreements.................................................... 5 ARTICLE IV
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Goodwill Litigation. Both the Holding Company and the Bank have been ------------------- reimbursed for 100% of all costs and expenses incurred to date (including attorneys' fees) directly or indirectly relating to or arising out of or in connection with the so-called "Goodwill Litigation" (i.e, Southern California ------------------------ Federal Savings and Loan Association, et al. V, United States, No. 93-52C) ------------------------------------------------------------- pursuant to which the Holding Company, Bank and certain current and former shareholders of the Holding Company are seeking damages against the United States for breaching its commitment regarding the treatment of supervisory goodwill. Both the Holding Company and the Bank will be fully reimbursed by Seller for 30% of 95% of all future costs and expenses (including attorneys' fees) directly or indirectly relating to or arising out of or in connection with such Goodwill Litigation. Neither Holding Company nor Bank currently has or will in the future have any liability for Seller's Proportionate Share (as hereinafter defined) of damages, costs, expenses or other losses (including attorneys' fees) directly or indirectly related to or arising out of or in connection with the Goodwill Litigation or that certain Shareholder Rights Agreement dated as of April 20,1998 ("Shareholder Rights Agreement") by and among Seller, Holding Company, Bank, the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx and Xxxxx, Inc. As used in this Agreement, "Seller's Proportionate Share" means (i) 30% of 95% of any such liability arising out of any claim by a party now pending or hereafter brought, seeking in whole or in part any amounts paid or to be paid by the United States in connection with the Goodwill Litigation, and (ii) 30% at 100% of any such liability arising out of any claim by a party other than the Holding Company or the Bank challenging the validity or effect of the Shareholder Rights Agreement or otherwise directly or indirectly related to or arising out of or in connection with the Goodwill Litigation or Shareholder Rights Agreement (to the extent not covered by subsection (i) above).
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Goodwill Litigation. Both the Holding Company and the Bank have been reimbursed for 100% of all costs and expenses incurred to date (including attorneys' fees) directly or indirectly relating to or arising out of or in connection with the so-called "Goodwill Litigation" (i.e., Southern California Federal Savings and Loan Association, et al. v. United States, No. 93-52C) pursuant to which the Holding Company, Bank and certain current and former shareholders of the Holding Company are seeking damages against the United States for breaching its commitment regarding the treatment of supervisory goodwill. Both the Holding Company and the Bank will be fully reimbursed by Seller for 60% of 95% of all future costs and expenses (including attorneys' fees) directly or indirectly relating to or arising out of or in connection with such Goodwill Litigation. Neither Holding Company nor Bank currently has or will in the future have any liability for Seller's Proportionate Share (as hereinafter defined) of damages, costs, expenses or other losses (including attorneys' fees) directly or indirectly related
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Goodwill Litigation 
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Related to Goodwill Litigation

  • 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.

  • 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.

  • 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.

  • Cooperation in Litigation Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

  • 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.

  • 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.

  • Litigation There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

  • Disputes and Litigation In the event of a dispute concerning the tenancy created by this agreement, TENANT agrees that whether or not the premises are being actively managed by an AGENT for the record OWNER, TENANT agrees to hold AGENT, its heirs, employees and assigns harmless and shall look solely to the record OWNER of the premises in the event of a legal dispute. INTEGRATION: This lease and exhibits and attachments, if any, set forth the entire agreement between LANDLORD and TENANT concerning the premises, and there are no covenants, promises, agreements, conditions, or understandings, oral or written between them other than those herein set forth. If any provision in this agreement is illegal, invalid or unenforceable, that provision shall be void but all other terms and conditions of the agreement shall be in effect. MODIFICATIONS: No subsequent alteration, amendment, change or addition to this lease shall be binding upon LANDLORD unless reduced to writing and signed by the parties. RADON GAS: State law requires the following notice to be given: "Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." ABANDONED PROPERTY: BY SIGNING THIS RENTAL AGREEMENT, THE TENANT AGREES THAT UPON SURRENDER, ABANDONMENT, OR RECOVERY OF POSSESSION OF THE DWELLING UNIT DUE TO THE DEATH OF THE LAST REMAINING TENANT, AS PROVIDED BY CHAPTER 83, FLORIDA STATUTES, THE LANDLORD SHALL NOT BE LIABLE OR RESPONSIBLE FOR STORAGE OR DISPOSITION OF THE TENANT'S PERSONAL PROPERTY. ADDITIONAL STIPULATIONS:

  • 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).

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