Common use of Diligent Conduct Clause in Contracts

Diligent Conduct. If, within five days after receipt by ESI from the Key Shareholder Representatives of written notice that ESI is not diligently conducting the defense or attempted settlement of any Third Party Claim in good faith, ESI does not provide reasonably sufficient evidence to the Key Shareholder Representatives that ESI is diligently conducting such defense or attempting such settlement in good faith, the Key Shareholder Representatives will thereafter have the right to contest, settle or compromise such Third Party Claim.

Appears in 3 contracts

Samples: Agreement of Reorganization and Merger (Dynamotion/Ati Corp), Agreement of Reorganization and Merger (Electro Scientific Industries Inc), Reorganization and Merger (Dynamotion Investment LLC)

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Diligent Conduct. If, within five days after receipt by ESI from the Key Shareholder Representatives Shareholders of written notice that ESI is not diligently conducting the defense or attempted settlement of any Third Party Claim in good faith, ESI does not provide reasonably sufficient evidence to the Key Shareholder Representatives Shareholders that ESI is diligently conducting such the defense or attempting such settlement in good faith, the Key Shareholder Representatives will Shareholders shall thereafter have the right to contest, settle or compromise such the Third Party Claim.

Appears in 2 contracts

Samples: Agreement of Reorganization and Merger (Electro Scientific Industries Inc), Reorganization and Merger (Electro Scientific Industries Inc)

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Diligent Conduct. If, within five days after receipt by ESI from the Key Shareholder Representatives of written notice that ESI is not diligently conducting the defense or attempted settlement of any Third Party Claim in good faith, ESI does not provide reasonably sufficient evidence to the Key Shareholder Representatives that ESI is diligently conducting such the defense or attempting such settlement in good faith, the Key Shareholder Representatives will shall thereafter have the right to contest, settle or compromise such the Third Party Claim.

Appears in 1 contract

Samples: Annex A (Electro Scientific Industries Inc)

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