Litigation Cooperation Agreement definition

Litigation Cooperation Agreement means the agreement between Buyer and Seller, substantially in the form attached hereto as Exhibit I, pursuant to which Buyer assumes control of all aspects of the Sun Litigation, Seller agrees to assist Buyer as required, at Buyer’s expense, in such Sun Litigation, and Buyer agrees to indemnify Seller with respect to Seller’s post-Closing assistance in such litigation.
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Litigation Cooperation Agreement means the Litigation Cooperation Agreement to be negotiated in good faith and agreed by Seller and Buyer between the date hereof and Closing and to be executed and delivered by Seller and Buyer at Closing, such Litigation Cooperation Agreement to contain, among other things, customary terms and conditions relating to general cooperation in respect of litigation matters, the provision by Seller to Buyer of relevant litigation files, background information and fact documents, reasonable access during normal business hours to premises, employees, executives, affiliates and representatives of Seller, the enactment of litigation holds, the maintenance of attorney-client and any other applicable privileges, and the waiver by Seller and its Affiliates of any conflict which would preclude its current counsel in any of the litigations from representing Buyer in such litigation (subject to such counsel’s customary conflicts checks).
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Litigation Cooperation Agreement has the meaning set forth in Section 7.9(a)(iii).
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Examples of Litigation Cooperation Agreement 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.

  • 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.

  • 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.

  • 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.

  • 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 thisSection 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.

  • The Borrower will, and will to the extent applicable cause the Subsidiaries to, comply with the Borrower’s obligations to the Seller under the Stock Purchase Agreement and the Litigation Cooperation Agreement (as defined in the Stock Purchase Agreement) with respect to the Borrower’s indemnification rights thereunder.

  • F.O.F. 305, 416-417.34 The Litigation Cooperation Agreement was referenced in ¶ 169 of Lyons’ Amended Counterclaim, filed January 23, 2008, and appended thereto as Exhibit 6.

  • In addition to providing for Structural to investigate and present evidence at hearing in support of its pass-through claim, the Litigation Cooperation Agreement provided that any damages on Structural’s claims which Lyons may recover are to be paid by Lyons to Structural, “[s]ubject to the provisions of Paragraph 7” of the agreement.

  • Approval by the holders of a majority of the Shares of a complete liquidation or dissolution of the Company.

  • By the plain terms of the Litigation Cooperation Agreement, Lyons is relieved from any requirement to pass-through to Structural any damages found by this Board to havebeen incurred by Structural on this Project.

Related to Litigation Cooperation Agreement

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • Mediation agreement means a written agreement between the parties to a mediation meeting.

  • Transition Agreement means the Transition Power Sales Agreement dated as of November 24, 1998, by and between Seller, Southern Energy, Southern Energy Bowline, L.L.C. and Southern Energy Xxxxxx, L.L.C.

  • Federal Cooperative Agreement means a cooperative agreement en- tered into by an agency.

  • Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;

  • Clean Team Agreement means the Clean Team Agreement, dated as of March 24, 2019, by and among Buyer, Seller and their respective Subsidiaries and Affiliates.

  • Project Management Agreement means the agreement dated the 20th February 1985 made between the Trustee and the Manager providing for the Manager to manage and co‑ordinate the development and construction of the Resort and includes, if that agreement is terminated, any other agreement in like and similar terms made with the prior consent of the Minister;

  • Settlement Agreement means this agreement, including the recitals and schedules.

  • Assistance Agreement means a for- mal, written agreement between the CDFI Fund and an Awardee which specifies the terms and conditions of assistance under this part;

  • arbitration agreement means an agreement by the parties to submit to arbitration all or certain disputes which have arisen or which may arise between them in respect of a defined legal relationship, whether contractual or not;

  • Expense Agreement means the Agreement as to Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit D, as amended from time to time.

  • Collaboration Agreement has the meaning set forth in the Recitals.

  • Conciliation agreement means a written agreement setting forth the resolution of the issues in conciliation.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • Corporate Services Agreement means the Corporate Services Agreement dated as of the date hereof between the Borrower and the Services Provider, as amended from time to time in accordance with the terms hereof and thereof.

  • Cooperative Agreement means a Financial Assistance instrument used by DOE to transfer money or property when the principal purpose of the transaction is to accomplish a public purpose of support or stimulation authorized by Federal statute, and Substantial Involvement (see definition below) is anticipated between DOE and the Applicant during the performance of the contemplated activity.

  • Joint Agreement means a type of Fund Use Agreement between the Consortium and the Fund Council that sets forth an umbrella set of terms and conditions that govern principally the submission and approval of CRP proposals and the transfer and use of funds from the CGIAR Fund for implementation of CRPs.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Master Services Agreement means the master services agreement dated as of the date hereof, among the Service Providers, the Partnership, the Holding LP, the Holding Entities and others;

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Foundation Agreement means the agreement dated the 20th February 1985 made between the Trustee, the Manager, Xxxxxxxx, Genting WA and Tileska providing for the subscription of Units and Options;

  • Affiliation Agreement means a written agreement between a chartered program and any person that sets forth the roles and responsibilities of the parties, is signed by the individuals with authority to sign contracts, and provides for any of the following:

  • Services Agreement means an agreement entered into between a Utility and one or more Affiliates for the provision of Shared Services or For Profit Affiliate Services and shall provide for the following matters as appropriate in the circumstances: