Abandoned Claim definition
Abandoned Claim means an Indemnification Claim (1) which is triggered by a third-party litigation to which none of the Stockholder Representative, Purchaser, Merger Sub, or the Surviving Corporation is a party; (2) which is triggered by the indemnification claim(s) by the defendant(s) in such third-party litigation against the Surviving Corporation, Stockholder Representative, Merger Sub, and/or Purchaser; and (3) where, in such third-party litigation, one or more of the following circumstances occurs: (i) the plaintiff(s) in such third-party litigation withdraws its claim(s) which triggered the Indemnification Claim; (ii) the plaintiff(s) in such third party litigation releases and/or settles its claim(s) which triggered the Indemnification Claim and as a result of such release and/or settlement, the defendant(s) in such third-party litigation does not assert a claim (whether for indemnification, contribution or otherwise) against any Purchaser Indemnified Party or all Purchaser Indemnified Parties are released from any liability to the defendant(s) in such third-party litigation; (iii) the plaintiff(s)'s claim(s) in such third-party litigation which triggered the Indemnification Claim is dismissed or otherwise disposed of; (iv) the plaintiff(s) in such third-party litigation takes no material steps to advance or prosecute its claim(s) which triggered the Indemnification Claim for a period of not less than twelve (12) months; or (v) the defendant(s) in such third-party litigation which initially claimed indemnification against either Purchaser, Merger Sub, Stockholder Representative and/or Company takes no material steps to advance or prosecute its indemnification claim(s) for a period of not less than twelve (12) months; provided that in the case of clauses (iv) and (v), any period of time during the course of such third-party litigation in which such third-party litigation is stayed by a court of competent jurisdiction shall not be counted toward the twelve (12) month period.