Outstanding Litigation. MetroCorp will accrue for any costs and expenses, including legal fees and expenses and settlement costs, related to the outstanding lawsuits set forth in Schedule 3.15, as such schedule may be updated, as specified in such schedule, or if no such amount is specified, as mutually agreed by East West and MetroCorp. No accrual will be required for any lawsuit (a) arising out of or related to the transactions contemplated by this Agreement or (b) that is settled or dismissed in any final, binding and nonappealable proceeding after payment of all related fees, costs and expenses owed by MetroCorp or any Subsidiary thereof.
Outstanding Litigation. The Company is presently in the process of settling an outstanding litigation claim with Ignite Advertising for a claim in the amount of approximately $400,000.00. The Company has agreed to issue 376,600 shares to Ignite Advertising with registration rights. Each prospective investor in the Company should understand that this settlement and the issuance of shares pursuant thereto will constitute a dilution factor to investors and existing shareholders and may reduce the ability of the Company to raise future capital. These matter and other litigation risks are more fully discussed under the "Litigation Section."
Outstanding Litigation. The Company shall be satisfied in its sole discretion that, as of the Closing Date, there is not any action, suit or other Legal Proceeding affecting Parent or Merger Sub, it being understood that on or before the Closing Date, Parent shall have either (A) fully and finally resolved the Legal Proceeding pending in the Montmagny district of Québec as of the date hereof under (file # 000-00-000000-000) (the “Ongoing Parent Proceeding”) and any Legal Proceeding related thereto, or (B) delivered to the Company duly executed undertaking, personal guarantees and indemnities from Xxxxx Xxxxxxxxxx (which shall be in a form satisfactory to the Company, in its sole discretion) to (a) personally assume carriage of the Ongoing Parent Proceeding and any Legal Proceeding related thereto, (b) use their best efforts to fully and finally resolve the Ongoing Parent Proceeding and any Legal Proceeding related thereto, and (c) assume all costs and expenses associated with the Ongoing Parent Proceeding and any Legal Proceeding related thereto.
Outstanding Litigation. CBI shall accrue for any reasonable costs and expenses, including legal fees and expenses and settlement costs, related to the outstanding Proceedings set forth in Section 3.5 of the CBI Disclosure Schedules, as such schedule may be updated, as specified in such schedule, or if no such amount is specified, as jointly determined by CBI and STXB. No accrual will be required for any Proceeding that is settled or dismissed in any final, binding and non-appealable Proceeding after payment of all related fees, costs and expenses owed by CBI or any of its Subsidiaries.
Outstanding Litigation. Notwithstanding anything contained in this Agreement to the contrary, Sellers shall have the right to defend the matters set forth on Schedule 3.12. Buyer shall have the right to participate in such defense, at its expense. Sellers shall provide to Buyer copies of any pleadings, correspondence or other documents produced in connection with such matters. Sellers shall not settle any such matter without the prior written consent of Buyer, which consent shall not be unreasonably withheld.
Outstanding Litigation. Transferors agree that (i) the litigation to which Marathon Ashland Petroleum LLC is a party described in Section 4.12 of the Disclosure Schedule (the "Action") shall remain with Equili Company, L.P. and Equili Company II, L.P. and neither Acquiror, Genmar Kentucky Ltd. nor Genmar West Virginia, Ltd. will acquire any interest in any right of recovery thereunder and (ii) Acquiror shall be indemnified with respect to the Action as provided in Section 11.04.
Outstanding Litigation. To Seller’s knowledge, there are no causes of action, suits or judgments against Seller or the Property which would delay or prohibit the sale.
Outstanding Litigation. Seller is not now a party to any litigation: (i) with any present or former owner or tenant of the Property, (ii) with any person having any interest in the Property, (iii) with any person or entity claiming a lien against the Property; or (iv) with any person or entity affecting or questioning Seller's title to the Property or Seller's ability to perform its obligations under this Agreement. Seller knows of no litigation, threatened litigation, administrative proceeding or investigation affecting or questioning Seller's title to, or use of, FIRST ADDENDUM TO REAL ESTATE PURCHASE AND SALE AGREEMENT -3 or power to convey the Property or any portion thereof to Purchaser. Seller will give Purchaser prompt notice of the institution of any such action of which it becomes aware prior to the date of Closing.
Outstanding Litigation. Except as set forth in Exhibit "C" attached hereto, there are no suits in law or equity or proceedings before any governmental instrumentality or agency against Borrower now pending, nor is there to the knowledge of Borrower threatened or likely any litigation nor any proceedings against or affecting Borrower, the outcome of which might materially and adversely affect the Assets or operations of Borrower, or its financial condition or business.
Outstanding Litigation. First Express represents and warrants that there is no outstanding litigation, arbitrated matter or other dispute to which First Express is a party which would reasonably be expected to have a potential or actual material adverse effect on Prudential's or First Express' ability to fulfill its respective obligations under this Agreement.
