The PCL Litigation Sample Clauses

The PCL Litigation. Seller or its designee shall prosecute, in its own name and at its expense, diligently, and without delay, the lawsuit brought by it against PCL Construction Services, Inc. et al, in the District Court of, and for Pitkin County, Colorado as Index #96 CV/6982 (the "PCL Litigation"). Buyer shall have the right to participate, at its sole cost and expense, in the prosecution and defense of the PCL Litigation. Seller shall have the right to settle the PCL Litigation provided in Seller's good faith judgment such settlement is fair and reasonable under the circumstances and Buyer is provided notice of such settlement prior to the entry into same. Seller shall keep Buyer informed on a regular basis with respect to the PCL Litigation and shall promptly provide Buyer with a copy of all papers filed or received by Seller in connection therewith, together with a copy of all correspondence related to the PCL Litigation and/or the proposed settlement thereof other than any attorney-client privileged documents unless such privilege has been waived. Any proceeds resulting from a settlement or a judgment in the PCL Litigation and the return of the escrow account at Citibank Private Bank #558415, if released to Seller pursuant to such judgment or settlement, as the case may be, shall be applied as follows: (a) up to $2,200,000.00 shall be paid to Buyer; and (b) any proceeds in excess of $2,200,000.00 shall be split equally between Buyer and Seller. Seller shall be solely liable for any adverse judgment in the PCL Litigation. Any such judgment may be paid from the PCL escrow account referred to above to the extent of funds available therein. Buyer shall have no rights with respect to the conduct or disposition of the PCL Litigation or the claims asserted by Seller therein or any right to control the disposition of the PCL escrow account, except as specifically set forth in this Agreement. Subject to the express provisions of this Agreement, Seller shall retain all rights and responsibilities with respect to the conduct of the PCL Litigation and the pursuit of all claims against PCL. Seller may elect in its sole and absolute discretion to seek arbitration or other dispute resolution with respect to the PCL Litigation. Buyer hereby agrees and acknowledges that Buyer is purchasing the Hotel with full knowledge of the claims alleged in the PCL Litigation and after conducting such investigation thereof as Buyer deems necessary and sufficient. Buyer further agrees and acknowledge...
Sample 1
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The PCL Litigation. Seller or its designee shall prosecute, in its own name and at its expense, diligently, and without delay, the lawsuit brought by it against PCL Construction Services, Inc. et al, in the District Court of, and for Pitkin County, Colorado as Index #96 CV/6982 (the "PCL Litigation"). Buyer shall have the right to participate, at its sole cost and expense, in the prosecution and defense of the PCL Litigation. Seller shall have the right to settle the PCL Litigation provided in Seller's good faith judgment such settlement is fair and reasonable under the circumstances and Buyer is provided notice of such settlement prior to the entry into same. Seller shall keep Buyer informed on a regular basis with respect to the PCL
Sample 1

Related to The PCL Litigation

  • 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.

  • 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.

  • Certain Litigation The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder of the Company relating to the Offer, the Merger, this Agreement, or the Shareholder Agreement, without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.

  • Settlement of Litigation Hanover shall not, nor shall it permit any of its Subsidiaries to, settle any litigation, investigation, arbitration, proceeding or other claim if Hanover or any of its subsidiaries would be required to pay in excess of $10,000 individually or in the aggregate or if such settlement would obligate Hanover to take any material action or restrict Hanover in any material respect from taking any action at or after the Effective Time.

  • Cooperation with Litigation During and following the termination of Executive’s employment with the Company (regardless of the reason for Executive’s termination of employment with the Company and which party initiates the termination of employment with the Company), except as required by law, Executive agrees to cooperate with and make himself readily available to the Company, the Company’s General Counsel (or equivalent position within the Company) and / or its advisers, as the Company may reasonably request, to assist it in any matter regarding Company and its subsidiaries and parent companies, including giving truthful testimony in any litigation, potential litigation or any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings involving the Company over which Executive has knowledge, experience or information. Executive acknowledges that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Company. The Company shall reimburse any reasonable expenses incurred by Executive as a consequence of complying with his obligations under this clause, provided that such expenses are approved in advance by the Company.

  • 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.

  • Proceedings and Litigation No action, suit or proceeding shall have been commenced by any Person against any party hereto seeking to restrain or delay the purchase and sale of the Units or the other transactions contemplated by this Agreement or any of the other Transaction Documents.

  • Material Litigation Promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.01(f), and promptly after the occurrence thereof, notice of any material adverse change in the status or the financial effect on any Loan Party or any of its Subsidiaries of the Material Litigation from that described on Schedule 4.01(f) hereto.

  • Infringement and Litigation 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses.

  • 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).

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