Ongoing Litigation. COMPANY shall have the obligation to join as a party, and control, pursue and defend, at its own expense, through counsel reasonably acceptable to LICENSOR, the following actions to which LICENSOR is a party, namely: Trustees of the University of Pennsylvania v. St. Jude Children’s Research Hospital Civil Action No. [***] (the “Contract Claim”) and Trustees of the University of Pennsylvania v. St. Jude Children’s Research Hospital Civil Action No. 13-1502 (the “Patent Claim”) in a manner consistent with the terms and provisions hereof. COMPANY shall at all times keep LICENSOR informed as to the status thereof, and shall allow LICENSOR and counsel appointed by LICENSOR an opportunity, and reasonably sufficient time, to comment and advise COMPANY with respect to actions to be taken in connection therewith. Commencing as of the EFFECTIVE DATE, COMPANY shall be responsible for [***] of LICENSOR’s [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. documented reasonable costs and expenses incurred in connection with the foregoing litigation and LICENSOR shall be responsible for [***] ([***]). COMPANY shall reimburse LICENSOR for its share of such costs within [***] of the receipt of an invoice from LICENSOR. Any recovery in such action (from damages, awards or settlements) shall be allocated as follows: first, LICENSOR shall receive past litigation costs of approximately [***] U.S. dollars ($[***]) to reimburse it for LICENSOR’s documented costs and expenses incurred in connection with the foregoing litigation prior to the EFFECTIVE DATE (exact costs to be included in an amendment to this AGREEMENT within 3 months of the EFFECTIVE DATE), second each party shall be reimbursed for its costs and expenses incurred by it in connection with such actions after the EFFECTIVE DATE, and then any remainder shall be shared [***] percent ([***]%) to COMPANY and [***] percent ([***]%) to LICENSOR. However, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of LICENSOR. Except as is set forth below, LICENSOR shall not unreasonably withhold consent of any settlement, consent judgment or other voluntary final disposition of suit that does not admit the invalidity of any patent within PATENT RIGHTS and which does not purport to admit any fault o...
Ongoing Litigation. With the exception of those cases indicated in List 4.11, no actions, claims, demands, lawsuits, or governmental, judicial, employment-related, tax, administrative, or arbitration proceedings ("Judicial Proceedings") are in progress or have been threatened against or regarding INFOSEL, the Shares, or INFOSEL's Subsidiaries.
Ongoing Litigation. 59 11.5 [**] 60 11.6 Indemnification Procedure. 60
Ongoing Litigation. Without limiting Alnylam’s obligations in Section 11.2 or 11.3:
Ongoing Litigation. The Summary of the Ongoing Litigation presented in Schedule "I" hereto is true and correct and presents fairly and correctly the status of the ongoing litigation of the Vendors as at the date hereof;
Ongoing Litigation. With the exception of those cases indicated in List 3.10, no actions, lawsuits, or governmental, judicial, employment-related, tax, administrative, or arbitration proceedings ("Judicial Proceedings") are in progress or have been threatened against or regarding Terra or the Subsidiary.
Ongoing Litigation. Seller and Purchaser hereby acknowledge that Seller is the plaintiff in ongoing litigation against PARGAR, LLC, a Georgia limited liability company and a former tenant of the Property (the “PARGAR Litigation”). Seller and Purchaser hereby agree that Purchaser shall have no interest in the PARGAR Litigation and shall have no right to any proceeds derived therefrom or related thereto, including without limitation any settlement payment, judgment award and/or judgment lien. Seller shall indemnify, defend, and hold harmless Purchaser from and against all liability, cost, and expense arising from or in connection with the PARGAR Litigation, and shall cure or remove all claims, liens, and/or encumbrances arising from or in connection with the PARGAR Litigation. The provisions of this Section shall survive Closing indefinitely.
Ongoing Litigation. Buyer and Seller shall make commercially reasonable efforts to cooperate in the prosecution or defense of the matters set forth Section 4.10 of the Disclosure Schedule, and shall take any actions reasonably requested by the other Party or its Affiliates relating to such prosecution or defense, including providing such personnel and records reasonably requested by such Party. Buyer shall be entitled to be reimbursed for any reasonable out-of-pocket costs and expenses authorized in advance by and incurred in connection with assisting Seller and its Affiliates in connection with this Section 6.16.
Ongoing Litigation. Any liability or obligation with respect to any of the litigation and/or disputes identified on Schedule 1.4(a) attached to this Agreement (the "Ongoing Litigation");
Ongoing Litigation. The parties acknowledge that Schedule C discloses ongoing litigation at certain Sites where Xxxxxx has accepted tender to defend the disclosed lawsuits and indemnify and defend Seller against liability arising out of such lawsuits. Seller agrees that prior to expiration of the Diligence Period, Seller will make commercially reasonable efforts to obtain written confirmation from the applicable Tenant that the Tenant has extended such indemnity and defense to Buyer as successor landlord.
