Specified Litigation. As of the date hereof, Monsanto has provided to AHP prior to the execution of this Agreement all information Known to Monsanto which is relevant and material to an assessment of the liability exposure of Monsanto and its Subsidiaries with respect to litigation matters disclosed in the Monsanto SEC Reports or included on the Monsanto Disclosure Schedule as to which AHP has requested such information (the "Monsanto Specified Litigation Matters"). As of the date hereof, there is no information relating to the Monsanto Specified Litigation Matters in the possession of Monsanto, its Subsidiaries or their counsel not heretofore provided to AHP which would reasonably be expected to have a Material Adverse Effect on Monsanto.
Specified Litigation. Manager and its Affiliates shall retain exclusive control over and carry out the Specified Litigation, and CLNC shall, and shall cause its Affiliates (including, from the Closing, AMC Opco, LLC (“AMC Opco”)), and its and their Representatives (x) to use commercially reasonable efforts to cooperate with Manager, its Affiliates and their respective Representatives and undertake promptly any and all actions, and not to take any action except, as directed by Manager, its Affiliates and their respective Representatives in its and their sole discretion in connection with the Specified Litigation, and (y) to provide or make available upon the reasonable request of Manager and its Affiliates (i) any information, documents, books, records and files of CLNC and its Affiliates (including AMC Opco) and (ii) employees of CLNC and its Affiliates, in each case as reasonably necessary for CLNY and its Affiliates to conduct the Specified Litigation as it determines in its sole discretion. CLNC may not, and shall cause its Affiliates (including AMC Opco) not to, pay, settle, compromise or discharge the Specified Litigation without the prior written consent of Manager. Manager may in its sole discretion, and CLNC shall cause AMC Opco at Manager’s request to, pay, settle, compromise or discharge the Specified Litigation so long as such settlement (i) does not subject AMC Opco to any injunctive relief or other equitable remedy (other than in connection with customary confidentiality obligations under any settlement agreement), or subject AMC Opco to any liability in respect of claims relating to the Specified Litigation, and (ii) does not include a statement or admission of fault, culpability, or failure to act by or on behalf of AMC Opco.
Specified Litigation. (a) From the date hereof to the Closing Date, AHP shall promptly advise Monsanto of all developments, and provide Monsanto all additional information not otherwise provided pursuant to Section 3.1(q), Known to AHP from time to time which is relevant and material to an assessment of the liability exposure of AHP and its Subsidiaries with respect to the AHP Specified Litigation Matters.
Specified Litigation. Without limiting Section 5.10, following the Closing Date, Seller shall have exclusive authority and control over the investigation, prosecution, defense and appeal of all Actions relating to or arising in connection with the Excluded Businesses, the Excluded Assets or the Retained Liabilities (each, a “Seller Action”), and may settle or compromise, or consent to the entry of any judgment with respect to any such Action without the consent of Buyer; provided, however, that if both Seller (or a Retained Subsidiary) and Buyer (or any of its Subsidiaries, including any Transferred FH Company or its Closing Subsidiaries) are named as parties to any Seller Action (a “Joint Action”), Seller shall not settle such Joint Action without the written consent of Buyer (not to be unreasonably withheld) unless such settlement releases Buyer (or such of its Subsidiaries named as parties) from all Liabilities in connection with such Joint Action and provides relief consisting solely of money damages borne by Seller (or a Retained Subsidiary), and provided further that, to the extent this Section 5.22 conflicts with Section 7.3 (with respect to Tax Audits), Section 7.3 shall govern.
Specified Litigation. (a) From and after the Closing, (x) each Party shall notify the other Party promptly (and in any event within three (3) Business Days) following the receipt by such Party or any of its Affiliates of any notice, communication, correspondence or documentation from any third party (including a Governmental Authority) in relation to the matter described in Schedule 6.14(A) (the “Primary Specified Litigation”), and (y) the Seller shall notify the Purchaser promptly (and in any event within three (3) Business Days) following the receipt by the Seller or any of its Affiliates of any notice, communication, correspondence or documentation from any third party (including a Governmental Authority) in relation to the matters described in Schedule 6.14(B) (the “Additional Specified Litigations” and, collectively with the Primary Specified Litigation, the “Specified Litigations”). Unless otherwise agreed in writing by the Parties, and subject to this Section 6.14, from and after the Closing, the Purchaser shall be responsible for and have control over the defense, settlement or any other action in connection with the Specified Litigations; provided, however, that the Purchaser’s responsibility and control over any defense or settlement of any claims relating to the Specified Litigations shall in no way derogate its rights to indemnification for the Primary Specified Litigation as specifically provided for under this Section 6.14. In connection with the Specified Litigations, from and after the Closing (i) (A) each Party shall, and shall cause their respective Affiliates to, promptly provide the other Party with copies of all correspondence with or from third parties (including any Governmental Authority) relating to the Primary Specified Litigation and, as reasonably requested, with reasonable access during normal business hours to all files or other documents in its or any of its Affiliates’ possession relating to the Primary Specified Litigation (in each case, to the extent not previously provided to the other Party and to the extent such access would not unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations), and (B) the Seller shall, and shall cause its Affiliates to, promptly provide the Purchaser with copies of all correspondence with or from third parties (including any Governmental Authority) relating to the Additional Specified Litigations and, as reasonably requested, with reasonable access during normal business...
Specified Litigation. Schedule 2.01 — Commitments Schedule 2.02 — Mandatory Cost Schedule 2.06 — Existing Letters of Credit Schedule 3.01 — Subsidiaries Schedule 3.06 — Material Litigation
Specified Litigation. Prior to the Effective Time, the Company will provide Parent with prompt notice of any material updates to all Specified Litigation (including by providing copies of all pleadings with respect thereto) and keep Parent reasonably informed with respect to the status thereof. The Company will consult with Parent with respect to the defense and settlement of any Specified Litigation and will consider in good faith Parent’s advice with respect to such Specified Litigation.
Specified Litigation. (a) The parties hereby acknowledge that the Minnesota Locations are currently occupied and operated by X.X. Management LLC (or its affiliates) and are the subject of litigation which the Sellers are currently pursuing in order to, among other things, obtain a Final Order enabling the Sellers to deliver possession and control of the Minnesota Locations to the Purchaser free and clear of any claim or interest of X.X. Management LLC (or its affiliates) (not including any claims to collect the account receivable described in Section 2.2(o)(ii), the “Specified Litigation”).
Specified Litigation. 51 ARTICLE VI
Specified Litigation. (a) Frxx xxx datx xxreof to the Closing Date, AHP shall promptly advise Warner-Lambert of all developments, and provide Warner-Lambert all axxxxxxxxx xxxxrmation not otherwise provided purxxxxx xx Xxxxxon 3.1(h) (iii), known to AHP which could reasonably be expected to be relevant and material to an assessment of the liability exposure of AHP and its Subsidiaries with respect to AHP Specified Litigation Matters.
