CHIGWELL PROCEEDINGS Sample Clauses

CHIGWELL PROCEEDINGS. 10.1 The Sellers shall indemnify the Buyer for any liability (to the extent not covered by insurance) for claims, fines, penalties or related costs in relation to the case commenced by Epping Forest District Council against members of the Group before the date of this Agreernent pursuant to sections 3 and 7 of the Health & Safety at Work ▇▇▇ ▇▇▇▇ (Chigwell H&S Claim) or any other litigation, claim, hearing, case, prosecution, enquiry, review, investigation or proceeding in connection with or arising from the death at Eton Manor Day Nursery (Other Chigwell Claim) which has commenced within six months of the conclusion of the trial or earlier resolution of the Chigwell H&S Claim. 10.2 The following provisions shall apply at all times while the Chigwell H&S Claim is proceeding or any Other Chigwell Claim is proceeding, threatened, anticipated or reasonably probable to arise:
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CHIGWELL PROCEEDINGS. 10.1 The Sellers shall indemnify the Buyer for any liability (to the extent not covered by insurance) for claims, fines, penalties or related costs in relation to the case commenced by Epping Forest District Council against members of the Group before the date of this Agreernent pursuant to sections 3 and 7 of the Health & Safety at Work ▇▇▇ ▇▇▇▇ (Chigwell H&S Claim) or any other litigation, claim, hearing, case, prosecution, enquiry, review, investigation or proceeding in connection with or arising from the death at Eton Manor Day Nursery (Other Chigwell Claim) which has commenced within six months of the conclusion of the trial or earlier resolution of the Chigwell H&S Claim. 10.2 The following provisions shall apply at all times while the Chigwell H&S Claim is proceeding or any Other Chigwell Claim is proceeding, threatened, anticipated or reasonably probable to arise: 10.2.1 ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Hurran and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (together the Executives) and the Buyer shall co-operate and assist each other in good faith and to the fullest practicable extent in all matters pertaining thereto; 10.2.2 the Executives and the Buyer shall: (a) notify each other of any hearing, trial, or matter of whatsoever nature of which they become aware which may have .a material bearing on the relevant Chigwell Proceedings; and (b) consult together as often as may be reasonably necessary or desirable in relation thereto and give due consideration to each other’s views on all material aspects thereof; (c) the Buyer shall procure that Plexus Law or such other suitably qualified, experienced and reputable firm of solicitors as the Executives and the Buyer may agree (Plexus or such other firm being the Nominated Solicitors) are retained as solicitors to the Group to advise and represent the Group in respect of the relevant Chigwell Proceedings; 10.2.3 the Executives and the Buyer: (a) shall provide each other full access to the Nominated Solicitors, such counsel as may be instructed by the Nominated Solicitors from time to time (including attendance at conferences with counsel), other professional advisers, experts. and witnesses, and to all material instructions, correspondence, pleadings, witness statements, reports, photographs, court and other documents (and shall on request provide copies thereof), and all other information and records as may be relevant and within their respective power, possession or control (Relevant Papers); (b) shall afford to each other sufficient opport...
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Related to CHIGWELL PROCEEDINGS

  • Other Proceedings If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), shall take one or more of the following actions: (i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Law; (A) direct the Guarantors to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action); (iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or (iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Notes of a proposed sale of Collateral.

  • Litigation and Proceedings There are no actions, suits, -------------------------- proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.

  • Criminal Proceedings Any criminal complaint, indictment or criminal proceedings;

  • Litigation; Proceedings Except as specifically disclosed in the Disclosure Materials, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any Transaction Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

  • Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting any Group Member that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or that involve this Agreement or the Transactions.