Future Litigation Sample Clauses

Future Litigation. (a) With respect to future Litigation, as soon as practicable after the identification of such Litigation by any Party, the Principals and any other relevant Party shall consult in good faith for the purpose of securing an agreement between the Principals regarding an appropriate allocation of responsibility for such Litigation among the Parties in accordance with the statement of intent set forth in Section 1 of this Agreement. It is the intent of the Parties that the responsibility for the Litigation be assumed fully by one Party, or that the Principals agree to allocate responsibility for such Litigation among the Parties in the same fashion as envisioned for the Schedule C Litigation. (b) If the Principals are unable to allocate responsibility for any Litigation within a reasonable period of time following identification of such Litigation, but in any event by the earlier to occur of (x) the date by which action must be taken in connection with such Litigation to avoid prejudice to one of the Parties in connection therewith or (y) the 30th day after identification of the Litigation, then the Principals may agree that such allocations shall be as determined by any third party (such as an outside law firm) who has been granted authority by the Principals to determine such allocation, or any party may elect to cause any such allocation of responsibility to be determined by an Arbitrator as described in Section 9 hereof.

Future Litigation. In any litigation between or among Parties, this Agreement shall not preclude discovery of Common Interest Materials, and this Agreement shall not preclude Parties from obtaining disclosure of Common Interest Materials or alter the obligations of Parties to disclose Common Interest Materials under applicable rules of Civil Procedure.

Future Litigation. The Parties covenant and agree to forever refrain from encouraging, instituting, prosecuting, maintaining, assisting or participating in, any legal proceedings, suits or actions against any of the Released Parties, except if necessary to enforce this Agreement.

Future Litigation. During his employment and thereafter, Employee also agrees to participate in any future litigation arising out of events that occurred during the period of his employment with the Company by giving advice, participating in discovery, and giving deposition and trial testimony as may be reasonably necessary, as well as participation in other activities related to such litigation.

Future Litigation. Seller shall promptly advise Buyer in writing of the commencement or threat against any of the Companies of (i) any claim, litigation or proceeding, and (ii) any Tax audit.

Future Litigation. In the event that HLEG becomes engaged in any legal dispute with any governmental authority or other third party (whether formally commenced or otherwise), the issues of which Rodriguez may be familiar with, Rodriguez agrees tx xxxxx xooperate with and assisx XXXX, xt HLEG's request, in addressing and dealing with the matter, provided HLEG agrees to reimburse Rodriguez for all reasonable, prior- approved costx xxxxxxxd by him in order to comply with this section.

Future Litigation. If demand shall be made or suit shall be instituted against Buyer or Seller seeking payment or other performance of any contract, commitment or obligation of Company, Seller or Buyer, respectively, will provide such assistance and cooperation as shall be reasonably necessary for Buyer or Seller, respectively, to comply with or defend against such demand or suit.

Future Litigation. Executive agrees that if he/she is solicited or contacted by any law firm or agent of any law firm regarding the Employer or his/her employment or other association with the Employer, or if he/she is ordered or subpoenaed to testify or produce information in connection with any claim against the Employer, he/she will immediately notify the Employer. Executive also agrees to make himself/herself fully and reasonably available to assist the Employer and its representatives with any investigation or with its prosecution and/or defense of any legal proceedings involving matters of which he/she may have relevant knowledge. Should Executive be named, in his individual capacity, as a defendant in a lawsuit based solely on duties he performed at Employer’s instruction or directly related to his job duties with Employer, Employer agrees to defend an indemnify Executive. Executive understands and agrees that Employer’s obligation to defend and indemnify does not include acts involving Executive’s gross negligence, intentional torts, misconduct, or other intentional, unlawful actions.

Future Litigation. SELLER will indemnify PURCHASER for any litigation that results from any event or occurrence that took place prior to the Closing.

Future Litigation i. Each of the Parties, for itself and on behalf of any and all of its respective predecessors, successors, assigns or attorneys, hereby covenants and agrees that it will not, directly or indirectly, commence, institute, prosecute, or maintain in any manner whatsoever, any lawsuit, action or other proceeding in law, equity or otherwise, which in any way arises out of or is related to the claims waived and released pursuant to this Settlement Agreement or which seeks to rescind, terminate, invalidate or set aside this Settlement Agreement (or any of the provisions hereof) for any reason whatsoever. ii. Should any Party or any successor, assign, or attorney of such Party, bring any action or proceeding in violation of this Sett1ement Agreement, the Party defending or otherwise responding to any such action or proceeding shall be entitled to recover all reasonable costs, expenses and attorneys’ fees actually incurred by such party in connection therewith. Similarly, in any action filed to enforce the terms of this Settlement Agreement, the prevailing party shall be entitled to recover all reasonable costs, expenses and attorneys fees actually incurred by such Party in connection therewith. iii. This Settlement Agreement shall be deemed to have been made and delivered in California, and shall be governed as to the validity, interpretation, construction, effect and in all other respects by the internal laws of the State of California. Each Party acknowledges and agrees that any and all legal suits, actions or proceedings brought to enforce the terms of this Settlement Agreement shall be instituted exclusively in the California Superior Court, County of Los Angeles or in the United States District Court for the Central District of California. Each Party waives any objection which it may have to the venue of such suit, action or proceedings and irrevocably consents to the jurisdiction of the California Superior Court, County of Los Angeles or the United States District Court for the Central District of California in any such suit, action or proceeding. iv. The Parties specifically acknowledge and agree that monetary damages are an inadequate remedy for breach or a threat of breach of this Settlement Agreement. In this regard, the parties hereto understand, acknowledge and agree that the rights and obligations of the Parties hereto shall, to the fullest extent allowed by law, be enforceable by specific performance, injunction or other equitable remedies; provided,...