Litigation Matter Sample Clauses

Litigation Matter. Seller shall notify Buyer in writing promptly after learning of any material Action initiated by or against the Company, or known to be threatened in writing against the Company or any of its directors, officers or employees in their capacity as such.
Sample 1
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Litigation Matter. Upon Closing, Parent and Surviving Corporation shall control the defense of the Outstanding Litigation Matter and shall negotiate in good faith a settlement and dismissal of the Outstanding Litigation Matter; provided, however that any such settlement which does not provide for a full and complete release with prejudice of all parties involved with respect to the subject matter thereto shall require the prior written consent of the Representative (which consent shall not be unreasonably withheld, conditioned or delayed). Parent and the Surviving Corporation shall keep the Representative reasonably informed as to the settlement discussions and other events relating to the Outstanding Litigation Matters and the Representative shall be entitled to participate in any settlement discussions at its own cost.
Sample 1
Litigation Matter. Parent shall pay to the Exchange Agent for further payment to the Applicable Holders, in their respective Pro Rata Portions, as Merger Consideration, an amount equal to the total proceeds, if any, from the prosecution or settlement of the Living Social Case (the “Living Social Proceeds”) if and only to the extent that such matter is resolved through appeal, settlement or collection and a payment of such amount is actually received by Parent or one of its Affiliates in cash, in which event the payment of the Living Social Proceeds shall be within ten Business Days after Parent’s or its Affiliate’s receipt of such payment.
Sample 1
Litigation Matter. Sellers will, and will cause their Affiliates to, in each case at Sellers’ expense (without any contribution, distribution, reimbursement or other payment by the Partnership or any of its Subsidiaries following the Closing, except as otherwise set forth in this Agreement), (i) use commercially reasonable efforts to pursue and defend the Litigation Matter consistent with past practice, (ii) reasonably cooperate with and make themselves reasonably available to assist Purchaser in its efforts to achieve a favorable resolution of the Litigation Matter, and (iii) following the favorable resolution of the Litigation Matter and the release of the related Liens against the subject Airwalk trademarks in China, use commercially reasonable efforts to assign to Purchaser each such Airwalk trademark, free and clear of all Liens, including, as promptly as possible, but in no event more than thirty (30) days following the date on which Sellers have written notice that the Litigation Matter is resolved and the related Liens have been released, file “Applications for Registration of Assignment of Mxxx” with the Trademark Office of the State Administration for Industry and Commerce The People’s Republic of China or its successor agency. Sellers will bear all costs and expenses in connection with such assignment, filing and recordation. For the avoidance of doubt, nothing in this Section 6.11 shall obligate or be deemed to obligate Sellers or their Affiliates in any way to pay any amount to or for the benefit of the Litigation Party with respect to the favorably resolution of the Litigation Matter. Purchaser shall not compromise or settle the Litigation Matter without Sellers’ consent (not to be unreasonably withheld); provided, that, in the event Sellers withhold consent to a complete and final settlement of the Litigation Matter which includes a complete release of Sellers and their Affiliates from any and all claims in connection with or related to the Litigation Matter and which settlement does not obligate Sellers or their Affiliates to pay any amount to or for the benefit of Litigation Party excluding any payments from the Escrow Amount: (i) the Litigation Matter Release Date set forth in Section 2.4 shall be extended to the later of (A) eighteen (18) months following the Closing and (B) the date the Litigation Matter is finally resolved, (ii) Sellers shall be responsible to promptly reimburse Purchaser for any Covered Losses in connection with or relating to the Litig...
Sample 1
Litigation Matter. In respect of the litigation Claim referred to as BP Canada Energy Resources Company v. ATCO Midstream (Court of Queen’s Bench of Alberta Action No. 1001-15944) and notwithstanding anything to the contrary herein, any proceeds by way of judgment, settlement or otherwise, in favour of the Purchased Entities from such litigation shall, as to the amount of such proceeds applicable to the period prior to the Effective Date, be for the sole account of Vendor, and as to the amount of such proceeds applicable to the period on and after the Effective Date, be for the sole account of Purchaser.
Sample 1

Related to Litigation Matter

  • 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.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

  • 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.

  • Litigation, etc The Fund shall give prompt notice in writing to the Purchaser of any litigation, administrative proceeding or business development which is reasonably expected to materially adversely affect its business, properties or affairs or to impair the ability of the Fund to perform its obligations as set forth hereunder or under any of the other Related Documents. All information, reports and other papers, documentation and data with respect to the Fund furnished to the Purchaser pursuant to this Section 6.9 shall be, at the time the same are so furnished, complete and correct in all material respects and, when considered with all other material delivered to the Purchaser under this Agreement or made available pursuant to the Due Diligence Request, will not contain untrue statements of material facts or omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

  • 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.

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

  • INDEMNIFICATION, LITIGATION The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

  • Litigation; Proceedings Except as specifically disclosed in the Disclosure Materials, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any Transaction Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

  • Tax Contest Notwithstanding anything to the contrary in this Section 8.5, the Seller shall have the right to represent the ELN Companies’ interests in any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.

  • Transaction Litigation In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed, or conditioned).

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