Assumed Litigation Sample Clauses

Assumed Litigation. With respect to the Assumed Litigation specified on Schedule 3(c)(iv) and which ARI, and/or any of its subsidiaries (except any of the Companies) is or becomes a party, the parties agree as follows: (A) Buyer: (1) shall assume control of and be responsible for the Assumed Litigation, (2) may contest and defend against the Assumed Litigation at its sole expense in any manner it reasonably may deem appropriate (including the choice of counsel and experts), (3) may consent to the entry of any judgment or enter into any settlement with respect to the Assumed Litigation with the prior consent of Seller or any affiliates of Seller (which shall not be unreasonably withheld) provided, however, that a release of ARI and its subsidiaries is obtained, (4) shall pay any final judgment or (provided that Buyer has approved or consented thereto) settlement entered into with respect to the claims of any party in the Assumed Litigation; provided, however, the foregoing shall in no way limit the right of Buyer to exhaust its rights of appeal at its own cost and expense prior to the payment of any judgment. (B) After the Closing Date, Seller will provide, and will cause each of its affiliates, if applicable, to provide, Buyer with full access, at any reasonable time and from time to time, to such information and data relating to the Assumed Litigation as Buyer may reasonably request, and Seller will furnish and request independent accountants and outside legal counsel of Seller or any affiliate to furnish to Buyer such additional information or documents relating to the Assumed Litigation in the possession of such persons as Buyer may from time to time reasonably request. In addition, Seller will cooperate, and will cause its affiliates to cooperate, with Buyer and its legal counsel in the defense or contest of the Assumed Litigation, including making available their respective officers and other personnel to attend hearings, depositions and trials, as Buyer may reasonably request in connection with the defense or contest of the Assumed Litigation but Buyer shall reimburse Seller and each of its affiliates for all costs and expenses incurred in connection therewith.
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Assumed Litigation. 32 6.9 BACK-UP LETTERS OF CREDIT AND PARENT COMPANY GUARANTEES..............32
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Assumed Litigation. The Buyer shall have delivered to the Seller documents in form and substance mutually satisfactory to the Buyer and the Seller regarding the Assumed Litigation, pursuant to which the Buyer shall assume the control of the Assumed Litigation and all liabilities and obligations of the Seller and the Affiliated Companies related thereto.
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Assumed Litigation. 44 8.10 Waiver of Bulk Sales Law Compliance . . . . . . . . . . . 45 8.11
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Assumed Litigation. Notwithstanding any other provision of this Agreement, upon the Closing Buyer will assume, to the extent herein set forth, liability for claims alleging personal injury, illness or other Loss based upon exposure or alleged exposure prior to or following the Closing Date to asbestos occurring in the industrial brake product line no longer manufactured by the Business ("Asbestos Claims"), only as follows: (a) during the two (2) years immediately succeeding the Closing Date, Buyer shall assume responsibility (with commercially reasonable assistance as to information, case histories and similar matters from Sellers) for the administration of Asbestos Claims and all related litigation, such that, by the end of such two-year period, the administration thereof shall have become Buyer's responsibility entirely; (b) during the five (5) years immediately succeeding the Closing Date, the Losses from Asbestos Claims and/or related litigation shall be shared equally as between Sellers, on the one hand, and Buyer, on the other hand, PROVIDED, that notwithstanding anything to the contrary contained herein, Buyer's share of such Losses shall not exceed $100,000 during either the first or second twelve-month periods or $200,000 during any of the third, fourth or fifth twelve-month periods of such five (5) year period; and notwithstanding anything to the contrary in Article X, amounts so expended shall not be considered to contribute to or count against the minimum and aggregate maximum amounts for which indemnification is provided in Article X hereof; and (c) from and after the fifth anniversary of the Closing Date, Buyer shall be liable for all Losses arising from Asbestos Claims, and, notwithstanding anything to the contrary in Article X, Seller shall be indemnified therefor under Section 10.2(c) without application of any minimum or aggregate maximum amount for which indemnification is so provided in Article X.
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Assumed Litigation. Except as set forth in Section 2.4 or Article IX, any Liability for any Claim to the extent related to the Marathon Transferred Assets or the operation or conduct of Marathon’s Business to the extent arising out of acts or omissions occurring prior to or on or after the Closing Date.
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Assumed Litigation. Except as set forth in Section 3.4 or Article IX, any Liability for any Claim to the extent related to the Ashland Transferred Assets or the operation or conduct of Ashland’s Business to the extent arising out of acts or omissions occurring prior to or on or after the Closing Date.
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Assumed Litigation. Section 2.10 of the Disclosure Schedule is amended to add UltraHUE, Inc. v. Tektronix, Inc. (filed in United States District Court, Western District of Washington (Seattle), #C99-1664R) as pending litigation that is an Assumed Liability pursuant to Section 1.2(a)(xvi) of the Agreement.
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Assumed Litigation. Exhibits A Leases B Assignment C Non-Foreign Affidavit D Transition Agreement PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT, including the exhibits and schedules hereto, ("Agreement") with the date of February 23, 2006, is by and between PIONEER NATURAL RESOURCES USA, INC., a Delaware corporation, with the address of 5205 N. O'Connor Blvd., Suite 900 Irving, Texas 75039-3746 ("Selxxx"), xxx XXXXBENI OFFSHORE PRODUCTION (USA) INC., a Delaware corporation, with the address of 777 North Eldridge, Suite 270, Houston, Texas 77079 ("Purchaser").
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Related to Assumed Litigation

  • Transaction Litigation From and after the date of this Agreement until the earlier of the Acquisition Merger Closing or termination of this Agreement in accordance with its terms, SPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands, other stockholder Actions (including derivative claims) or Actions brought by any third-party relating to this Agreement, any related agreements or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of SPAC, any of SPAC or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of SPAC or any of its Subsidiaries), or, in the case of the Company, any of the Company or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of the Company or any of its Subsidiaries). SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other; provided, however, that in no event shall (x) SPAC or any of its Subsidiaries or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), or (y) the Company or any of its Subsidiaries any or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed).

  • Third Party Litigation In the event that a Third Party institutes a patent or other infringement suit against any of NovaDel, PAR or HANA or any of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the Territory, infringes one or more patent or other intellectual property rights held by such Third Party (an “Infringement Suit”), the Parties shall cooperate with one another in defending such suit. PAR, as the NDA holder, shall have the first right to direct and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Product; provided, however, that PAR shall have the right to credit [***] percent ([***]%) of any amounts paid by PAR through judgment or settlement with respect to such country against the royalty payments to be paid by PAR to HANA with respect to the sale of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademark.

  • Related Litigation The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation Proceedings pursuant to the Arbitration Act.

  • Pending Litigation Financial position and prospective long-term profitability of the Single Tenderer, and in the case the Tenderer is a JV, of each member of the JV, shall remain sound according to criteria established with respect to Financial Capability under paragraph I (i) above assuming that all pending litigation will be resolved against the Tenderer. Tenderer shall provide information on pending litigations as per Form CON-2.

  • Certain Litigation Matters The Owner Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.

  • 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 stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, 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.

  • 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.

  • 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.

  • 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.

  • Class Action Filings The Sub-Adviser is not responsible for making any class action filings on behalf of the Trust.

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