Construction Litigation Sample Clauses

Construction Litigation. The litigation arising out of the lawsuit filed by LVSI and Venetian against Bovis in the United States District Court for the District of Nevada and the countersuit filed by Bovis against LVSI and Venetian and any other outstanding lawsuit, action, claim or Lien arising out of or relating to the construction of the Existing Facility (the “Construction Litigation”), including any claim made or Lien filed by Bovis or any contractor or subcontractor or to the bonding company insuring over any Lien relating to or binding upon the Existing Facility or to Venetian, LVSI, or any of their Affiliates in connection therewith, and any judgment or settlement amount owed by the Borrowers to Bovis or any contractor or subcontractor or to the bonding company insuring over any such Lien as a result of the Construction Litigation (such amount, the “Additional Contingent Claims”) cannot reasonably be expected to have, when taken in the aggregate, a Material Adverse Effect.
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Construction Litigation. (a) The litigation arising out of the lawsuit filed by Borrowers against the Construction Manager in United States District Court for the District of Nevada and the countersuit filed by the Construction Manager against the Borrowers and any other outstanding lawsuit, action, claim or Lien arising out of or relating to the construction of the Mall or the Project (the "Construction Litigation"), including any claim made or Lien filed by Construction Manager or any contractor or subcontractor or to the bonding company insuring over any Lien relating to or binding upon the Mall or the Project or to VCR, LVSI, Mall Construction Subsidiary or any of their Affiliates in connection therewith, and any judgment or settlement amount owed by the Borrowers to the Construction Manager or any contractor or subcontractor or to the bonding company insuring over any such Lien as a result of the Construction Litigation (such amount, the "Additional Contingent Claims") cannot reasonably be expected to have, when taken in the aggregate, a Material Adverse Effect.
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Construction Litigation. Disputes may arise between the contractor and the owner due to the following reasons.
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Construction Litigation. 64 5.18 No Event of Default........................................65 5.19 Adelson Subordination Agreemexx............................65 5.20 Status of Certain Agreements...............................65
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Construction Litigation. Purchaser and Seller acknowledge that there is currently pending in the Circuit Court of Cook County, Illinxxx, a lawsuit entitled DW Lakeshore Associates Limited Partnership v. E.W. Corrigan Consxxxxxxxx Xx., et al., No. 952-0826 (the "Construction Litigation"). Purchaser and Seller acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, Seller is not conveying to Purchaser any interest in the claims that have been made by the Seller in the Construction Litigation, which are described in the Third Amended Verified Complaint filed on January 7, 1997, in the Construction Litigation. Purchaser expressly acknowledges and agrees that any such claims and all rights, benefits, judgements and awards in and to the Construction Litigation shall remain with Seller. Seller agrees to defend, indemnify and hold Purchaser harmless against any claims that may be made against Purchaser by any defendant or third- party defendant in the Construction Litigation that are based on or arise out of the claims made by the Seller in the Construction Litigation ("Construction Litigation Indemnity"). Notwithstanding anything to the contrary contained herein, Seller acknowledges and agrees that the Cap shall not be applicable with respect to any amount Purchaser is entitled to receive from Seller pursuant to, and in accordance with, the terms and provisions of this Construction Litigation Indemnity. Purchaser agrees to allow Seller, its attorneys, and its consultants, and any other parties to the Construction Litigation and their respective attorneys and consultants reasonable access to the Building and the Real Property as may be necessary for purposes of the Construction Litigation. The provisions of this Section 9.20 shall survive the Closing.
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Construction Litigation. The Arrangers will be reasonably satisfied with the status of the Construction Litigation and the Borrowers' defense thereof.
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Construction Litigation. A. The litigation arising out of the lawsuit filed by the Borrowers against Bovis in the United States District Court for the District of Nevada and the countersuit filed by Bovis against the Borrowers and any other outstanding lawsuit, action, claim or Lien arising out of or relating to the construction of the Mall or the Project (the "CONSTRUCTION LITIGATION"), including any claim made or Lien filed by Bovis or any contractor or subcontractor or to the bonding company insuring over any Lien relating to or binding upon the Mall, the Project or to Venetian, LVSI, Mall Construction Subsidiary or any of their Affiliates in connection therewith, and any judgment or settlement amount owed by the Borrowers to Bovis or any contractor or subcontractor or to the bonding company insuring over any such Lien as a result of the Construction Litigation (such amount, the "ADDITIONAL CONTINGENT CLAIMS") cannot reasonably be expected to have, when taken in the aggregate, a Material Adverse Effect;
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Construction Litigation. As more fully set forth in the Litigation Support Agreement attached hereto as Exhibit N, Buyer hereby agrees to reasonably cooperate with Seller with respect to Seller's on-going prosecution of the Construction Litigation. Buyer acknowledges and agrees that some or all such claims may be compromised, cancelled, modified or terminated in whole or in part, at Seller's sole and unfettered discretion in connection with Seller's retention of the Construction Litigation. At Closing, Buyer shall execute and deliver the Litigation Support Agreement in the form attached hereto as Exhibit N.
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Related to Construction Litigation

  • 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).

  • 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.

  • Litigation There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

  • INDEMNIFICATION, LITIGATION The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

  • Settlement of Litigation 8.7.1.2 Determination by the Licensing Administrator of back royalties owed by a licensee, including any determination made by the Licensing Administrator pursuant to Section 3.5.4;

  • Certain Litigation The Company shall promptly advise Parent of any litigation commenced after the date hereof against the Company or any of its directors (in their capacity as such) by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby, and shall keep Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any such stockholder litigation and agrees that it shall not settle or offer to settle any such stockholder litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

  • 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.

  • Cooperation in Litigation Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

  • No Violation, Litigation or Regulatory Action Except as set forth in Schedule 6.3:

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