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
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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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IPO Litigation. 15 TABLE OF CONTENTS (continued)
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Related to IPO Litigation

  • Alternative to Litigation 13.2.1 The Parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, the Parties agree to use the following Dispute Resolution procedures with respect to any controversy or claim arising out of or relating to this Agreement or its breach.

  • No Litigation, Etc No suit, action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents or the consummation of the Transaction.

  • No Litigation No suit, action, arbitration, or legal, administrative, or other proceeding or governmental investigation is pending or, to Contractor’s knowledge, threatened against or affecting Contractor or Contractor’s business, financial condition, or ability to perform this Agreement, except any suit, action, arbitration, proceeding, or investigation that individually or in the aggregate with others will not or would not have a material adverse affect on Contractor’s business, the validity or enforceability of this Agreement, or Contractor’s ability to perform this Agreement.

  • No Litigation Pending There is no action, suit, proceeding or investigation pending or threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement;

  • No Litigation Threatened No action or proceedings shall have been instituted or threatened before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated hereby.