Specified Matter Sample Clauses
The 'Specified Matter' clause defines particular issues, events, or circumstances that are singled out for special treatment within a contract. Typically, this clause identifies matters that may affect the parties' rights or obligations, such as known disputes, ongoing investigations, or pre-existing liabilities. By clearly listing these matters, the clause ensures that both parties are aware of and can address any exceptional risks or considerations, thereby promoting transparency and reducing the likelihood of future disputes related to those issues.
Specified Matter. Notwithstanding anything to the contrary in this Article 10, following the Closing, Seller shall be entitled to control and direct the defense of the Specified Matter. Seller hereby acknowledges that any Losses that may be assessed against the Purchaser Indemnified Persons in connection with such Specified Matter constitute Losses for which the Purchaser Indemnified Persons will be indemnified pursuant to Section 10.02(f). Each party shall as promptly as reasonably practicable, furnish to the other party copies of any notices or written communications, and inform the other party in reasonable detail of any oral communications (other than those that would reasonably be considered immaterial), in each case received by such party from any Governmental Entity with respect to the Specified Matter. From time to time upon the reasonable request of Purchaser, Seller shall provide Purchaser with status updates and reasonably consult with Purchaser regarding the potential compromise, settlement or other resolution of the Specified Matter, (iii) provide reasonable notice to Purchaser in advance of any proposed meeting with any Governmental Entity with respect to the Specified Matter and give a Representative of Purchaser the opportunity to attend and participate at any such meeting (at the sole cost and expense of Purchaser) and (iv) provide Purchaser an opportunity to review in advance any proposed written or material oral communications (including any filings or notices) proposed to be made by Seller to any Governmental Entity in connection with the Specified Matter. Seller shall be entitled to settle the Specified Matter (x) without the consent of any Purchaser Indemnified Person if such settlement does not involve any non-monetary consideration, and the Seller is solely responsible for the payment of any monetary settlement, or (y) with the prior written consent of Purchaser, such specific consent not to be unreasonably withheld, conditioned or delayed. Purchaser shall agree to, and shall cause the Transferred Entities to join in, any such settlement.
Specified Matter. Seller will used reasonable best efforts to resolve the litigation described on Schedule 11.2(a)(iii) in a manner that does not impose adverse restrictions on the operation of the Business.
Specified Matter. Prior to the Closing, the Sellers shall keep Buyer reasonably informed regarding the progress and substantive aspects of the Specified Matter, including providing Buyer with all written materials received or submitted in relation to the Specified Matter and periodic updates on the status of the Specified Matter, including promptly informing Buyer of any material changes or developments, keeping Buyer apprised of any potential Losses relating to or arising from the Specified Matter and providing Buyer with other such information regarding the Specified Matter that Buyer may request. Prior to the Closing, Buyer shall have the right to review and provide comments on any written materials submitted in relation to the Specified Matter and participate in any discussions or meetings (in person or otherwise) with any Governmental Authority in relation to the Specified Matter.
Specified Matter. Parent shall have obtained the outcome described on Section 8.2(e) of the Seller Disclosure Schedule.
Specified Matter. (a) From and after the Closing, Buyer shall in good faith and using commercially reasonable efforts pursue the resolution of the Specified Matter with the counterparty of the Specified Contract. Buyer shall (i) consult with Seller, and keep Seller reasonably informed of all material developments, with respect to the resolution of the Specified Matter, (ii) promptly inform Seller and provide copies of material written communications to or from, the counterparty to the Specified Contract with respect to the Specified Matter and (iii) consider in good faith any comments from Seller with respect to resolution of the Specified Matter.
(b) Promptly following the binding resolution of the Specified Matter with the counterparty to the Specified Contract, Buyer shall deliver to Seller a notice of the amount, if any, due from the Group Companies to the customer (together with its Affiliates) under the Specified Contract in respect thereof, and the applicable Seller Portion, together with reasonable supporting documentation, and such other supporting documentation that Seller shall reasonable request, of such resolution and Buyer’s calculation of the Seller Portion. If the Seller Portion is not zero, Seller shall within five (5) Business Days following receipt of such notice pay, or shall cause to be paid, to Buyer an amount in cash equal to the Seller Portion in immediately available funds by wire transfer to an account designated by Buyer. For U.S. federal income and other applicable Tax purposes, to the extent permitted by applicable Law, any Increase Amount or 20
Specified Matter. The “Specified Matter” means Standing Rock Sioux Tribe v. United States Army Corps of Engineers, Civil Action No. 16-1534 (▇▇▇) (and the two consolidated cases, Yankton Sioux Tribe v.
Specified Matter. 20 ARTICLE III