Litigation Matter Clause Samples
The Litigation Matter clause defines and outlines the scope of legal disputes or proceedings that are relevant to the agreement. It typically specifies what types of litigation are covered, such as ongoing lawsuits, threatened claims, or regulatory investigations, and may require one party to disclose any such matters to the other. By clearly identifying which legal matters are pertinent, this clause helps allocate risk and ensures that all parties are aware of potential legal exposures that could impact the agreement or transaction.
Litigation Matter. Seller shall notify Buyer in writing promptly after learning of any 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.
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 M▇▇▇” 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...
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.
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.
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.