Subject Litigation definition
Examples of Subject Litigation in a sentence
If the potential indemnitor fails to so elect in writing to assume the defense, the indemnified party may engage counsel to defend, settle or otherwise dispose of such Subject Litigation, which counsel shall be reasonably satisfactory to the potential indemnitor; provided that the indemnified party shall pursue such defense in good faith and shall not settle or compromise any such Subject Litigation or claim without the consent of the potential indemnitor.
Provided that the other party enters into a customary and appropriate tolling agreement with respect thereto, neither party shall (x) assert in any such Subject Litigation cross-claims against the other party for indemnification hereunder or (y) commence Subject Litigation against the other party seeking to establish its right to indemnification hereunder with respect to such Subject Litigation (or seeking to collect such indemnification) until completion of the underlying Subject Litigation.
The assumption by a potential indemnitor of the defense, settlement or negotiations with respect to any Subject Litigation against the other party shall not be deemed to be an admission by such potential indemnitor as to any liability for indemnification hereunder with respect thereto.
Stockholder hereby (a) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and (b) agrees not to commence or participate in, and agrees to take all actions necessary to opt out of any Subject Litigation.
In addition, Sellers shall be entitled to receive and retain any amounts awarded to the Company or the Sellers in connection with the Subject Litigation or any Related Litigation, whether in respect of fees and disbursements of counsel, based upon counterclaims asserted by the Company or the Sellers or otherwise.
As of the Third Amendment Effective Date (as defined in Section 4 hereof), the Requisite Lenders hereby waive the provisions of Section 3.2(b) of the Credit Agreement to the extent that such provisions require that the representations and warranties pertaining to the Subject Litigation in Section 4.10 of the Credit Agreement are true, correct and complete in all respects on and as of a Credit Extension Date.
The Borrower and the Required Banks shall negotiate mutually acceptable litigation strategy, including budgets, action plans and settlement parameters with respect to the Subject Litigation and the Insurance Claims; it being understood that failure to reach mutual agreement by November 30, 2002 shall, upon the Required Banks' written notice to the Borrower, constitute a Standstill Termination.
Walker, CCC and CPI agree that the entry into this Settlement Agreement does not constitute an admission of any of the claims in the Subject Litigation but is rather a method to resolve disputed matters among them.
Each party also waives any claim for costs incurred in the prosecution or defense of the Subject Litigation, and waives any claim, including but not limited to claims for malicious prosecution or abuse of process, any party hereto may have as to any other party hereto relating to the Subject Litigation.
This Settlement Agreement is intended to cover, include and release all future injuries or other conditions, whether or not presently known to the Parties, arising under, from or in connection with any claim or counterclaim that was asserted or could have been asserted in the Subject Litigation.