IPO Litigation Sample Clauses

IPO Litigation. 27 Judgment....................................................................................................27 Laws........................................................................................................10 Litigation..................................................................................................11 Material Adverse Effect on CNT..............................................................................18 Material Adverse Effect on the Company.......................................................................6 Merger.......................................................................................................1
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IPO Litigation. Following the Closing, SPX agrees to indemnify, defend and hold harmless (but only to the extent set forth below) the Company from any Judgments (as hereinafter defined) entered against the Company in, or amounts paid by the Company in settlement of, the IPO Litigation (as hereinafter defined) and any Defense Costs (as hereinafter defined) incurred by the Company from and after the Closing for which the insurers would have been required to reimburse the Company under the terms of the Policies (as hereinafter defined) ("IPO Amounts"); provided, however, that SPX shall only be liable under this Section 5.12 if and to the extent a Judgment has been entered that the applicable SPX insurance policy or policies (collectively, the "Policies") do not insure against the IPO Amounts. SPX's liability under this Section 5.12 shall be limited to the amount that would have been payable by the insurers under the Policies had there been no Judgment entered that the Policies do not insure against the IPO Amounts, and shall therefore be reduced by all amounts that would have reduced the amount of recovery under the terms of the Policies had coverage been in effect, including the amount of any deductible, self-retention or co-payment and any reduction in the amount of coverage as a result of the insurer having to pay other claims under the Policies. SPX shall vigorously defend the IPO Litigation and shall control the defense of the IPO Litigation including any settlement thereof. CNT agrees to, and to cause the Company to, cooperate with SPX in the defense and settlement of the IPO Litigation including providing SPX with access to books and records and personnel of the Company. Following the Closing, CNT shall cause the
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IPO Litigation. 15 TABLE OF CONTENTS (continued)
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IPO Litigation. With respect to the litigation against the Company and certain of its directors and officers in the matter pending in the U.S. District Court for the Southern District of New York captioned In re Eloquent, Inc. Initial Public Offering Securities Litigation, Case No. 01-CV-6775; the claims, cross-claims, counterclaims or defenses that have been or are in the future asserted therein or that are related thereto or arise therefrom and the D&O Policies (as defined below) (collectively, the "IPO Litigation"),
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Related to IPO Litigation

  • No Litigation, Etc No suit, action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents or the consummation of the Transaction.

  • No Litigation No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of this Agreement or the consummation of the transactions contemplated hereby.

  • No Litigation Pending There is no action, suit, proceeding or investigation pending or threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement;

  • No Litigation Threatened No action or proceedings shall have been instituted or threatened before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated hereby.

  • Pending Litigation There are no actions, suits, proceedings or written agreements pending, or, to the Company’s knowledge, threatened or proposed, against the Company or any of its Subsidiaries at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, or other administrative agency, domestic or foreign, that, either separately or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole, or affect issuance or payment of the Subordinated Notes; and neither the Company nor any of its Subsidiaries is a party to or named as subject to the provisions of any order, writ, injunction, or decree of, or any written agreement with, any court, commission, board or agency, domestic or foreign, that either separately or in the aggregate, will have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Stockholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • Shareholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • Transaction Litigation In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed, or conditioned).

  • Third Party Litigation The undersigned agrees to be available to the Company and its affiliates on a reasonable basis in connection with any pending or threatened claims, charges or litigation in which the Company or any of its affiliates is now or may become involved, or any other claims or demands made against or upon the Company or any of its affiliates, regardless of whether or not the undersigned is a named defendant in any particular case.

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