Current Litigation a) Notwithstanding anything in this Article IV or in the definitions of “Controlling Party” and “Interested Party” to the contrary, Distributing shall be the Controlling Party and Tronox shall be an Interested Party with respect to the Claims Court Litigation.
Current Litigation. The parties acknowledge and agree that, promptly following the Closing, the Buyer shall assume control and all costs of the pending actions listed on Schedule 4.28, which relate to the Transferred Assets (the “Pending Actions”) to the same extent then controlled and funded by the Company. Accordingly, Buyer and the Company share a common interest in the successful prosecution of the Pending Actions at least as of the date of this Agreement. Prior to the Closing, the parties shall use reasonable efforts to ensure an orderly transition of the Pending Actions from the Company to the Buyer, including by the Company providing copies of files and correspondence relating to the Pending Actions as well as access to legal counsel representing the Company in the Pending Actions. Based on their common interest in the outcome of the Pending Actions, the parties, their counsel and their consultants, agents and representatives desire to share privileged communications without waiving the attorney-client privilege, work product protection or any other applicable privilege or protection. The parties agree immediately following the Closing to notify the relevant courts in the Pending Actions regarding the termination of the iCeutica license agreement with the Company, the transition of control of the Pending Actions to the Buyer and the Company’s withdrawal from the Pending Actions.
Current Litigation. The parties agree that the civil action filed by the Purchaser against the Company in the United States District for the District of Delaware (the "Court"), Civil Action No. 03-196 (the "Lawsuit"), with respect to the failure to redeem the Series B Stock shall be stayed by order of the Court, upon application by the Purchaser to the Court, on or before the date the Company's response to the complaint is due, for a period through the earlier of (i) June 30, 2003 and (ii) the date on which either the Series D Purchase Agreement or the Settlement Agreement is terminated in accordance with their respective terms, and the Purchaser agrees to extend the time for the Company to reply to the summons and complaint for the Lawsuit until the earlier of (i) July 1, 2003 or (ii) the date immediately following the date on which either the Series D Purchase Agreement or the Settlement Agreement is terminated in accordance with their respective terms. The Purchaser agrees that, at the Effective Time, the Purchaser shall take such actions as necessary to obtain from the Court an order of dismissal of the Lawsuit with prejudice. Simultaneously with the execution of this Agreement, the Company and the Purchaser are executing a Settlement Agreement and Mutual Release dated the date hereof with respect to the Lawsuit (the "Settlement Agreement").
Current Litigation. (a) No Group Company is involved, or has in the [**] years preceding the date of this Agreement been involved, in any material civil, criminal, arbitration or administrative proceeding.
Current Litigation. To Seller's knowledge, except as set forth in SCHEDULE "H" to this Agreement, there are no claims of any kind or any actions, suits, or proceedings threatened or pending in any court or before any governmental commission or agency against Seller, or against the Assets, which are material to the Business and Seller is aware of no facts, conditions, or circumstances that could provide a basis for any such claims, actions, suits, or proceedings. Seller has complied in all material respects with and is not in material violation of any order, writ, injunction, or decree of any court, agency, or instrumentality relating to the Assets and/or the Business to Seller's knowledge.
Current Litigation. In connection with any proceeding that is part of the Current Litigation, Seller agrees that in addition to any other agreement set forth herein, it will: (i) maintain the corporate existence of any named defendant in the Current Litigation controlled by Seller in such manner as to provide a defense to any claim of successor liability of Buyer for the Current Litigation; (ii) so long as any aspect of the Current Litigation is pending, continue to vigorously defend such litigation, including providing a defense to Buyer in any effort to join Buyer in such litigation as successor to Seller; and (iii) in the event any settlement is reached with respect to the Current Litigation, cause any release obtained from plaintiff to extend to Buyer.
Current Litigation. The following NASD arbitrations are currently pending against the Company:
Current Litigation. The parties agree and understand that Vendor is currently engaged in the certain litigation as described in Schedule H attached hereto and incorporated herein by reference including any attachments thereto ("Schedule H Matters"). Vendor agrees that Vendor will pay and be responsible for the payment of (1) any and all costs and fees incurred by Vendor in the defence of the Schedule H Matters, and (2) all direct monetary damages awarded by a court of competent jurisdiction or agreed to in settlement by Vendor with respect to the Schedule H Matters. In addition, Vendor agrees that Vendor, subject to the following, will provide a legal defence on behalf of Purchaser to any Claims against Purchaser with respect to the Schedule H Matters provided that this obligation shall terminate in the event that Vendor's counsel reasonably determines that its representation of Vendor conflicts with its representation of Purchaser. Purchaser shall cooperate fully in defending or settling any Schedule H. Matters. Purchaser understands and agrees that Purchaser may be bound by the terms of any court order with respect to the Schedule H Matters and agrees to be bound by the terms and conditions of any reasonable settlement of the Schedule H Matters. As such, Purchaser agrees to take any and all actions, including the execution of settlement documents reasonably determined by Vendor to be necessary for the settlement of the Schedule H Matters. Purchaser agrees and understands that certain individuals or entities may have rights to market the Software in accordance with the November 7, 1999 Letter of Principle attached to Schedule I.
Current Litigation and investigations None of the Buyer Group Companies are a party to or the subject of any Action or arbitration proceedings which, if adversely determined, may have a Material Adverse Effect on the Buyer Group and there are no unfulfilled or unsatisfied judgments or court orders against the Buyer Group.
Current Litigation. In the event that the Company receives any payment (in settlement, as a judgment, or otherwise) in connection with the litigation matter set forth on Schedule 2.21, Xxxxx agrees to receive such payment for the account of the Securityholder and hold in trust and promptly pay to the Securityholder any such amount.
