Potential Litigation. The Company shall give Parent the opportunity to participate fully in the conduct of the defense or the settlement of any litigation against the Company and its directors relating to any Transaction. No settlement of any such litigation shall be agreed to without Parent's prior written consent.
Potential Litigation. The Company shall promptly provide to Parent written notice and copies of all pleadings and correspondence in connection with any claim, suit, action, investigation or other proceeding before or by a Governmental Entity against the Company or its directors relating to (a) the Transactions or (b) any alleged violation by the Company of any air permitting or air compliance requirement regarding the Company’s Chicago Heights, Illinois facility (an “Environmental Violation”). The Company shall give Parent the opportunity to participate fully in (i) the conduct of the defense or the settlement of any litigation against the Company and its directors relating to any of the Transactions and (ii) any communications, meetings or proceedings involving any Governmental Entity and relating to any Environmental Violation. No settlement of any such litigation or any claim, suit, action, investigation or other proceeding relating to any Environmental Violation shall be agreed to without Parent’s prior written consent.
Potential Litigation. The Company shall promptly provide to Parent and Purchaser written notice and copies of all pleadings and correspondence in connection with any claim, suit, action, investigation or other proceeding before or by a Governmental Entity against the Company or its directors relating to the transactions contemplated by this Agreement or by the Offer. The Company shall give Parent and Purchaser the opportunity to participate fully in the conduct of the defense or the settlement (but not direct) of any litigation against the Company and its directors relating to any of the transactions contemplated by this Agreement. No settlement of any such litigation shall be agreed to without Parent’s and Purchaser’s prior written consents, which consents shall not be unreasonably withheld, conditioned or delayed.
Potential Litigation. The Company shall promptly provide to Parent copies of all pleadings and correspondence received by the Company in connection with any claim, suit, action, investigation or other proceeding before or by a Governmental Entity against the Company or its directors relating to the Transactions. The Company shall give Parent the opportunity to participate fully in the conduct of the defense or the settlement of any litigation against the Company and its directors relating to any of the Transactions. No settlement of any such litigation shall be agreed to without Parent’s prior written consent, such consent not to be unreasonably withheld.
Potential Litigation. 48 SECTION 7.10
Potential Litigation. None of the Sellers nor Xxxxxx is currently party to or subject of any litigation arising out of or based upon the Prior Purchase Agreement. Except for the representations and warranties of the Sellers expressly set forth in this Article III of this Agreement, and in furtherance of the provisions of Article VI and not in limitation thereof, none of the Sellers, Xxxxxx nor any other person or entity makes any other express or implied representation or warranty on behalf of the Sellers or Xxxxxx or otherwise, in each case in respect of the Sellers, Weeden, the business of Xxxxxx, and their respective assets and liabilities or otherwise.
Potential Litigation. None of the Seller nor WPS is currently party to or subject of any litigation arising out of or based upon the September Purchase Agreement or the equity interest purchase agreement dated as of April 15, 2013 wherein GP and LP acquired the equity interests of WPS (the “Prior Purchase Agreement”).
Potential Litigation. The Purchaser is not currently a party to or subject of any litigation arising out of or based upon the September Purchase Agreement or the Prior Purchase Agreement.
Potential Litigation. 45 SECTION 7.10 Other Actions by the Company and Parent............................................... 45
Potential Litigation. The parties are aware that litigation may be likely against Borrower, which increases Xxxxxx’s desire to defend the loan and all the Collateral. In such a case, Xxxxxx may take over all title, right and control of the Collateral through Seizure, and assume legal right and control over the defense or offense of any litigation required to defend the Collateral. Lender may appoint counsel of its preference to defend or offensively protect the Collateral and may require Borrower and the employees, contractors of, and professionals working for Borrower (“Borrower Personnel”) to cooperate with Borrower (as if executives of Borrower) for the defense and protection of the Collateral. Borrower reserves the right to direct and may assert attorney-client privilege over any and all communications between Borrower Personnel and Xxxxxxxx’s counsel since the Effective Date, under the joint defense doctrine, and/or under a direct attorney client privilege defensive doctrine, to increase the defensibility or offensive protection of the Collateral.
