Litigation Cooperation definition
Examples of Litigation Cooperation in a sentence
In accordance with the Litigation Cooperation Agreement, Purchaser and its Affiliates (including the Companies and the Transferred Subsidiaries after the Closing Date) shall not settle, compromise or offer to settle or compromise any such Third-Party Claims, without Seller’s prior written consent.
Subject to the allocation of costs of litigation stated above, Buyer shall, with respect to the services provided by Seller on Buyer’s request under this Section 10.1(c), pay Seller’s expenses and indemnify Seller consistent with the provisions of Section 4 and Section 5 of the Litigation Cooperation Agreement.
Purchaser and its Affiliates (including the Companies and the Transferred Subsidiaries after the Closing Date) shall have authority to, and shall use best efforts to, defend any Third-Party Claim relating to any Post-Closing Litigation Matters) pursuant to the terms of the Litigation Cooperation Agreement.
Failure of the Indemnified Person to give any such notice or to give any such notice in such form required herein or required under the Litigation Cooperation Agreement, as the case may be, shall not relieve the Indemnifying Person from its obligations under this Agreement except to the extent that the Indemnifying Person is actually and materially prejudiced by such failure.
The Claiming Party must send the Claim Notice as soon as reasonably practicable but in any event within seven (7) days of becoming aware of its claim for indemnification, and such Claim Notice must contain a reasonable explanation of the claim, a proposed allocation of the Losses and attach all papers served in connection with such Third Party Claim, as further described in the Litigation Cooperation Guidelines.
Seller shall be responsible for defending any Third-Party Claim related to or arising from the Legacy Proceedings and shall have authority to defend, settle or otherwise resolve such Third Party Claims pursuant to the terms of the Litigation Cooperation Agreement.
The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to the Litigation Cooperation Requirement.
Purchaser and its Affiliates (including the Companies and the Transferred Subsidiaries after the Closing Date) shall have authority to defend any Third-Party Claim relating to or arising from any Pending Litigation Matters or Legacy Arbitrations pursuant to the terms of the Litigation Cooperation Agreement.
The Company further agrees that if such Litigation Cooperation occurs more than six (6) months after the Retention Date, the Company will in good faith negotiate with you for reasonable payment for his services, at an hourly rate commensurate with your salary as of the Retention Date, provided that the Company and you acknowledge and agree that you shall not be entitled to compensation for time spent actually testifying under oath in any proceeding.
However, except as provided in paragraph 12 below (Litigation Cooperation), nothing in the PIIA or this Agreement shall restrict Consultant’s rights to pursue or undertake any other employment, venture or business which does not involve the use or disclosure of any Company Proprietary Inventions or Confidential Information.