IPO Litigation Clause Samples
The IPO Litigation clause outlines the procedures and responsibilities related to legal actions arising from an initial public offering (IPO). It typically specifies how parties will handle claims, allocate liability, and coordinate defense efforts if lawsuits or regulatory investigations occur in connection with the IPO process. For example, it may detail which party is responsible for legal costs or how settlements are negotiated. The core function of this clause is to manage risk and ensure clarity regarding the handling of potential litigation, thereby protecting the interests of all parties involved in the IPO.
IPO Litigation. Following the Closing, SPX agrees to indemnify, defend and hold harmless (but only to the extent set forth below) the Company from any Judgments (as hereinafter defined) entered against the Company in, or amounts paid by the Company in settlement of, the IPO Litigation (as hereinafter defined) and any Defense Costs (as hereinafter defined) incurred by the Company from and after the Closing for which the insurers would have been required to reimburse the Company under the terms of the Policies (as hereinafter defined) ("IPO Amounts"); provided, however, that SPX shall only be liable under this Section 5.12 if and to the extent a Judgment has been entered that the applicable SPX insurance policy or policies (collectively, the "Policies") do not insure against the IPO Amounts. SPX's liability under this Section 5.12 shall be limited to the amount that would have been payable by the insurers under the Policies had there been no Judgment entered that the Policies do not insure against the IPO Amounts, and shall therefore be reduced by all amounts that would have reduced the amount of recovery under the terms of the Policies had coverage been in effect, including the amount of any deductible, self-retention or co-payment and any reduction in the amount of coverage as a result of the insurer having to pay other claims under the Policies. SPX shall vigorously defend the IPO Litigation and shall control the defense of the IPO Litigation including any settlement thereof. CNT agrees to, and to cause the Company to, cooperate with SPX in the defense and settlement of the IPO Litigation including providing SPX with access to books and records and personnel of the Company. Following the Closing, CNT shall cause the
IPO Litigation. 27 Judgment....................................................................................................27 Laws........................................................................................................10 Litigation..................................................................................................11 Material Adverse Effect on CNT..............................................................................18 Material Adverse Effect on the Company.......................................................................6 Merger.......................................................................................................1
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