Common use of Lawsuits Clause in Contracts

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 34 contracts

Samples: Agreement and Plan of Merger (Ellie Mae Inc), Agreement and Plan of Merger (Euniverse Inc), Agreement and Plan of Merger (Paypal Inc)

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Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Trilogy, Inc.), Agreement and Plan of Merger (Versata Inc), Agreement and Plan of Reorganization (Bio Technology General Corp)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect asset of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror QuadraMed prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp), Registration Rights Agreement (Quadramed Corp)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Purchaser prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (NXT-Id, Inc.), Stock Purchase Agreement (Intercloud Systems, Inc.)

Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of billsobligations, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Mentor Graphics Corp), Agreement and Plan of Merger and Reorganization (Mentor Graphics Corp)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or any Exhibits hereto;

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (Centra Software Inc), Agreement and Plan of Reorganization (Saba Software Inc), Agreement and Plan of Merger and Reorganization (Geotel Communications Corp)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror NetRatings prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or (iv) against NetRatings or its subsidiaries;

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization, Services Agreement (Netratings Inc), Services Agreement (Netratings Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Salon Com), Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Fogdog Inc)

Lawsuits. Commence a lawsuit other than (i) for the -------- routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent -------- prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 3 contracts

Samples: Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Integrated Measurement Systems Inc /Or/)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided provided, that it consults with Acquiror Purchaser prior to the filing of such a suit, or (iii) for a breach of against Purchaser with respect to this AgreementAgreement or the Closing Documents;

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Nuvasive Inc), Preferred Stock Purchase Agreement (Nuvasive Inc), Preferred Stock Purchase Agreement (Nuvasive Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mesa Laboratories Inc /Co/), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.)

Lawsuits. Commence a lawsuit lawsuit, other than (i) for the routine collection of bills, (ii) in such cases where it the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Global Cash Access Holdings, Inc.), Agreement and Plan of Merger (Sigmatel Inc), Agreement and Plan of Merger (Cash Systems Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) where the money damages sought are less than $100,000 in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (Tender Loving Care Health Care Services Inc/ Ny)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills, (ii) with respect to employee and property matters in the ordinary course of business, (iii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect asset of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iiiiv) for a breach of this Agreement;

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Best Buy Co Inc), Agreement and Plan of Merger (Musicland Stores Corp), Agreement and Plan of Merger (Best Buy Co Inc)

Lawsuits. Commence a lawsuit Proceeding other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Voting Agreement (Neomagic Corp), Voting Agreement (Neomagic Corp)

Lawsuits. Commence a lawsuit other than (i) for the routine collection -------- of bills, bills or (ii) in such cases where it it, in good faith faith, determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Unit Purchase Agreement (Rapidtron Inc), Convertible Note and Warrant Purchase Agreement (Rapidtron Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, bills or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror the Purchaser prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Stock Purchase Agreement (Aig Latin America Equity Partners LTD), Stock Purchase Agreement (Brazil Fast Food Corp)

Lawsuits. Commence a lawsuit lawsuit, other than (i) for the routine collection of bills, (ii) in such cases where it Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bea Systems Inc), Agreement and Plan of Merger (Plumtree Software Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Agile prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Agile Software Corp), Agreement and Plan of Reorganization (Agile Software Corp)

Lawsuits. Commence a lawsuit or proceeding other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit or proceeding would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Capricorn prior to the filing of such a suitlawsuit or proceeding, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Business Acquisition Agreement, Business Acquisition Agreement (China Medical Technologies, Inc.)

Lawsuits. Commence a lawsuit Proceeding other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (PLX Technology Inc), Agreement and Plan of Merger and Reorganization (Micrel Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, bills or (ii) in such cases where it it, in good faith faith, determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Convertible Note and Warrant Purchase Agreement (Rapidtron Inc), Convertible Note and Warrant Purchase Agreement (Rapidtron Inc)

Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Acquirer prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sigma Designs Inc), Asset Purchase Agreement (Synnex Corp)

Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with the Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreementagainst the Acquiror or its agents;

Appears in 2 contracts

Samples: Purchase Agreement (Naviant Inc), Purchase Agreement (Naviant Inc)

Lawsuits. Commence a lawsuit other than than: (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;Agreement or any Exhibits hereto.

Appears in 2 contracts

Samples: Confidentiality and Intellectual Property Agreement (Implant Sciences Corp), Agreement and Plan of Merger and Reorganization (Biodelivery Sciences International Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Purchaser prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Stock Purchase Agreement (American Medical Systems Holdings Inc), Asset Purchase Agreement (Act Networks Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of billsobligations, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Agreement and Plan of Share Exchange (Cellegy Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Protein Design Labs Inc/De)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror the other party prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Wachtel Harry M), Agreement and Plan of Reorganization (Autoinfo Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement, or (iv) to clarify its obligations under this Agreement or the Option Agreement;

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Purchaser prior to the filing of such a suit, or (iii) for a breach of this Agreement;.

Appears in 1 contract

Samples: Equity Purchase Agreement (Electronics for Imaging Inc)

Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it Sellers determine in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults Sellers consult with Acquiror the Acquirer prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Asset Purchase Agreement (Take Two Interactive Software Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror EMCON prior to the filing of such a suit, or (iii) for a breach of this Agreement;; (o)

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Emcon)

Lawsuits. Commence a lawsuit other than (i) for the -------- routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or any Exhibits hereto;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Gasonics International Corp)

Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Xxxxxxxx.xxx prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Loudeye Technologies Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of be adverse to its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ivillage Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or otherwise in connection with interpretation or enforcement of any provision of this Agreement or any agreement or transaction contemplated hereby;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Polycom Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, (iii) to enforce its rights under the Stockholders Agreement, or (iiiiv) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magnavision Corporation)

Lawsuits. Commence or settle a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence or settle the suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing or settlement of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Virage Logic Corp)

Lawsuits. (A) Commence a lawsuit other than (iI) for the routine collection of bills, (iiII) in such cases where it the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its the Company’s business, provided that it the Company consults with Acquiror Purchaser prior to the filing of such a suit, suit or (iiiIII) for a breach of this Agreement;; or (B) withdraw, compromise or settle any Legal Proceeding, including any matter disclosed on Section 3.8 of the Company Disclosure Schedule.

Appears in 1 contract

Samples: Share Purchase Agreement (Cohu Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Voting Agreement (Verticalbuyer Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement, the Confidentiality Agreement or any agreement that is an exhibit to this Agreement;

Appears in 1 contract

Samples: Defined Term   Section (Ask Jeeves Inc)

Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ndchealth Corp)

Lawsuits. Commence a lawsuit other than (iA) for the routine collection of bills, (iiB) in such cases where it the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its the Company’s business, provided that it the Company consults with Acquiror Purchaser prior to the filing of such a suit, suit or (iiiC) for a breach of this Agreement;; or enter into any settlement agreement with respect to any lawsuit. (xiv)

Appears in 1 contract

Samples: Share Purchase Agreement (Codex DNA, Inc.)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Asset Purchase Agreement (Progress Software Corp /Ma)

Lawsuits. Commence a lawsuit other than (iA) for the routine collection of bills, (iiB) in such cases where it the Company in good faith determines that failure to commence suit would result in the material Material impairment of a valuable aspect of its the Company’s business, provided that it the Company consults with Acquiror Purchaser prior to the filing of such a suit, suit or (iiiC) for a breach of this Agreement;; or enter into settlement agreements with respect to any such lawsuits with a value reasonably expected to be greater than $100,000 individually or $250,000 in the aggregate.

Appears in 1 contract

Samples: Equity Purchase Agreement (Addus HomeCare Corp)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Avant! prior to the filing of such a suit, or (iii) for a breach of this Agreement;; (r)

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Avant Corp)

Lawsuits. Commence a material lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or any of the exhibits hereto or (iv) as a counterclaim to a lawsuit commenced against it;

Appears in 1 contract

Samples: Share Purchase Agreement (Cisco Systems Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (E Piphany Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it the Company’s Board of Directors in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its the Company’s business, provided that it consults Seller and the Company consult with Acquiror Purchaser prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Option and Purchase Agreement (Netfabric Holdings, Inc)

Lawsuits. Commence (A) commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror New Focus prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or (B) settle any lawsuit;

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (New Focus Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Sedmet prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Stock Purchase Agreement (Entertainment Boulevard Inc)

Lawsuits. Commence a lawsuit or arbitration proceeding other -------- than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect asset of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Affiliates Agreement (Qualix Group Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such any cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror fonix prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Fonix Corp)

Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect asset of its business, provided PROVIDED that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Hoovers Inc)

Lawsuits. (A) Commence a lawsuit other than (iI) for the routine collection of bills, (iiII) in such cases where it the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Company Business, provided that it the Company consults with Acquiror prior to the filing of such a suit, suit or (iiiIII) for a breach of this Agreement;; or (B) enter into any settlement agreement with respect to any lawsuit. (xvi)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Qualcomm Inc/De)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (iiiii) in connection with the ordinary course of its claims settlement practices, (iii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it FHI consults with Acquiror Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Stock Purchase Agreement (Mercer Insurance Group Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror NGT prior to the filing of such a suit, or (iii) for a breach of this the Agreement;

Appears in 1 contract

Samples: Stock Purchase Agreement (NGT Enterprises Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Genesys prior to the filing of such a suit, or (iii) for a breach of this Agreement, or (iv) otherwise to declare or enforce rights or obligations under this Agreement;

Appears in 1 contract

Samples: Interference Agreement (Genesys Telecommunications Laboratories Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Purchaser prior to the filing of such a suit, or (iii) for a breach of this Agreement;; (q)

Appears in 1 contract

Samples: Stock Purchase Agreement (Business Resource Group)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it it, in good faith faith, determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror the Parent prior to the filing of such a suit, or (iii) for a breach of with respect to this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (OccuLogix, Inc.)

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Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Business, provided that it consults with Acquiror prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Stock Purchase Agreement (Spyglass Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Interactive Media Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its Company’s business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of with respect to this AgreementAgreement and the transactions contemplated hereby;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stratasys Inc)

Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it the applicable Seller determines in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Business, provided that it the applicable Seller consults with Acquiror the Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceelox Inc.)

Lawsuits. Commence a any lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable any aspect of its businessbusiness of the Company, provided that it consults with the Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Stock Purchase Agreement (Printcafe Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror FullNet prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fullnet Communications Inc)

Lawsuits. Commence commence a lawsuit relating to the Business other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Business, provided that it consults with Acquiror Acquirer prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Asset Purchase Agreement (Looksmart LTD)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence such suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PDF Solutions Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Avant! prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Avant Corp)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (iiiii) in connection with the ordinary course of its claims settlement practices, (iii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it Target consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Old Guard Group Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided provided, that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of with respect to this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Cytyc Corp)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror OWT prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Stock Purchase Agreement (Emcon)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement, or (iv) to clarify its obligations under this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cost U Less Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, ; (ii) in such cases where it Company in good faith determines that failure to commence a suit would result in the material impairment of a valuable aspect of its Company’s business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or ; (iii) for a breach of or claim under this Agreement; or (iv) to clarify its obligations under this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intermec, Inc.)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided provided, that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of with respect to this AgreementAgreement or the Related Agreements;

Appears in 1 contract

Samples: Agreement and Plan of Merger (REVA Medical, Inc.)

Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessbusiness or legal right, provided that it consults with Acquiror Acquirer prior to the filing of such a suitsuit if reasonably practical, or (iii) for a breach of this AgreementAgreement or relating to the transactions contemplated hereby;

Appears in 1 contract

Samples: Asset Purchase Agreement (Atheros Communications Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Buyer prior to the filing of such a suit, suit or (iii) for a breach of to enforce its rights under this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lexmark International Inc /Ky/)

Lawsuits. Commence a lawsuit relating to the Business or Assets -------- other than (i) for the routine collection of bills, or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Business or Assets, provided that it consults with Acquiror Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Asset Purchase Agreement (Cais Internet Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided provided, that it consults with Acquiror the Parent prior to the filing of such a suit, or (iii) for a breach of with respect to this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cytyc Corp)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided provided, that it consults with Acquiror Buyer prior to the filing of such a suit, or (iii) for a breach of with respect to this AgreementAgreement or the Related Agreements;

Appears in 1 contract

Samples: Securities Purchase Agreement (REVA Medical, Inc.)

Lawsuits. Commence Other than with respect to the Excluded Business, commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it the Group Companies in good faith determines determine that failure to commence suit would result in the material impairment of a valuable aspect of its businessright, provided that it consults with Acquiror Purchaser prior to the filing of such a suit, suit or (iii) for a breach of to enforce its rights under this AgreementAgreement or to seek any other remedy in connection with this transaction;

Appears in 1 contract

Samples: Asset Purchase Agreement (Silicon Laboratories Inc.)

Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it where, after consultation with Parent, the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, business or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Support Agreement (Witness Systems Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it it, in good faith faith, determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach in connection with the enforcement of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Mdsi Mobile Data Solutions Inc /Can/)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Chembio prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trading Solutions Com Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror the Purchasers prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Stock Purchase Agreement (Intellisync Corp)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Measurex prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Data Measurement Corp)

Lawsuits. Commence a lawsuit other than (i1) for the routine collection of bills, (ii2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror the Purchaser prior to the filing of such a suit, or (iii3) for a breach of with respect to this AgreementAgreement or the Related Agreements;

Appears in 1 contract

Samples: Execution Copy Option and Asset Purchase Agreement (Ats Medical Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Measurex prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Measurex Corp /De/)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or any agreement attached hereto as an Exhibit;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cybercash Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Nexprise Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, suit or (iii) for a breach of this AgreementAgreement or related agreements;

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, (ii) in such cases where it in good faith reasonably determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Shareholder Agreement (Digital Island Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection -------- of bills, (ii) in such cases where it in good faith reasonably determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sandpiper Networks Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with the Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Stock Purchase Agreement (PDF Solutions Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (SDL Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessbusiness or result in a loss of rights of substantial value, provided that it consults with Acquiror Acquirer prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Covad Communications Group Inc)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;; (n)

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

Lawsuits. Commence a commence any lawsuit directly or indirectly relating to the Business, the Purchased Assets or the Purchased Contracts other than (i) for the routine collection of bills, bills or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Business, provided that it consults with Acquiror the Company shall notify the Purchaser prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Asset Purchase Agreement (Commtouch Software LTD)

Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Offeror prior to the filing of such a suit, or (iii) for a breach of this Agreement;

Appears in 1 contract

Samples: Agreement (Synaptics Inc)

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