General Litigation Sample Clauses

General Litigation. Either Party (for the purpose of this paragraph, an "Indemnifying Party") will defend and indemnify the other Party (an "Indemnified Party") for any settlement or final judgment that arises out of a claim or suit by third parties to the extent that such claim or suit is based on an action for negligent acts or omissions of the Indemnifying Party. An Indemnifying Party's obligation to indemnify will be reduced to the extent that the settlement or judgment is attributable to the actions of the Indemnified Party. The Indemnified Party will give the Indemnifying Party prompt notification of any claim or suit and will co-operate in the defence or settlement thereof. The Indemnifying Party will be responsible for all attorney's fees and costs incurred in defending or settling any claim or suit. In no event will the liability of an Indemnifying Party under this Article (inclusive of legal fees) exceed the Gross Profits credited to such Indemnifying Party pursuant to Section 3.5 of this Agreement.
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General Litigation. Except as disclosed on Schedule 4.6 hereto, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any of their properties before any court or arbitrator, or any Governmental Authority which has had, or, if determined adversely to the Company or such Subsidiary, would have, a material adverse effect on the business, operations, property or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole or on the ability of the Company to perform its obligations under any Loan Document.
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General Litigation. The Company shall have the sole right, at the Company's sole cost and expense (subject to the indemnification provisions in Sections 9 below), to bring, respond to, control and/or settle all litigation with respect to the U.S. Patent, Purchased Technology and the Intellectual Property Rights in its own name or in the name of Global. Global shall cooperate with and provide such assistance to the Company in connection with any such claims. As part of such cooperation, the Company may join or include Global, as a party. Global shall have the right to receive, from time to time, full and complete information from the Company concerning the status of any such litigation, and, at Global's own expense, the right to be represented therein by counsel in an advisory capacity. If the Company initiates litigation pursuant to this Section 5.1, it shall have the right to retain any recovery or settlement therefrom. 6/18/03
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General Litigation. There are no actions, suits or other proceedings by any person, firm, corporation, Tenant, or by any governmental authority now pending or to the Seller's knowledge, information, and belief, threatened against or affecting the LLC, the Centers or any part thereof, or Seller's interest in the Centers or any part thereof, except those which are described on Schedule 10(j), nor to Seller's knowledge, are there any investigations pending or threatened against or affecting the LLC, the Centers, or Seller's interest in the Centers, except those which are described on Schedule 10(j). Neither Seller nor the LLC has commenced any action, suit, or proceeding against any person or party, including, without limitation, any Tenant, relating to or affecting any of the Centers, except those which are described on Schedule 10(j).
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General Litigation. (a) The absence of any action, suit, or proceeding pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by the Definitive Agreements, or (ii) cause any of the LOI-DAVI▇ ▇▇▇▇▇ & ▇HYSICIANS RESOURCE GROUP 5 Physicians Resource Group, Inc. July 25, 1998 Page 5 of 9 transactions contemplated by the Definitive Agreements to be rescinded following consummation, (b) no such injunction, judgment, order, decree, ruling, or charge shall be in effect, and (c) no written notice of the initiation of any such action, suit or proceeding shall have been received by PRG.
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General Litigation. 17 Section 7.03 Employment Related Claims..................................18 Section 7.04 Cooperation................................................18
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General Litigation. (a) The absence of any action, suit, or proceeding pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by the Definitive Agreements, or (ii) cause any of the transactions contemplated by the Definitive Agreements to be rescinded following consummation, (b) no such injunction, judgment, order, decree, ruling, or charge shall be in effect, and (c) no written notice of the initiation of any such action, suit or proceeding shall have been received by PRG.
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General Litigation. Except as disclosed on Schedule 4.6 hereto, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any of their properties before any court or arbitrator, or any Governmental Authority which has had, or, if determined adversely to the Company or such Subsidiary, would have, a material adverse effect on the business, operations, property or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole or on the ability of the Company to perform its obligations under any Loan Document. 4.6(b) Litigation Affecting this Agreement. There are no actions, suits, arbitrations, investigations or proceedings pending or, to its knowledge, threatened against the Company before any Governmental Authority or the NYSE or any other stock or securities or commodities exchange which questions the validity or enforceability of this Agreement or any action to be taken in connection with the transactions contemplated hereby.
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General Litigation. Either Party (for the purpose of this paragraph, an “Indemnifying Party”) will defend and indemnify the other Party (an “Indemnified Party”) for any settlement or final judgment that arises out of a claim or suit by third parties to the extent that such claim or suit is based on an action for negligent acts or omissions of the Indemnifying Party. An Indemnifying Party’s obligation to indemnify will be reduced to the extent that the settlement or judgment is attributable to the actions of the Indemnified Party. The Indemnified Party will give the Indemnifying Party prompt notification of any claim or suit and will co-operate in the defence or settlement thereof. The Indemnifying Party will be responsible for all attorney’s fees and costs incurred in defending or settling any claim or suit. In no event will the liability of an Indemnifying Party under this Article exceed $250,000 (U.S.) (inclusive of legal fees).
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Related to General Litigation

  • Compliance with Laws; Litigation Except (i) for the matters covered by the representations set forth in Sections 7.12, 7.15, 7.19, 7.20 and 7.23, as to which the representations in Sections 7.13(a) and (b) shall not apply, and (ii) as set forth in Schedule 7.13: (a) The assets of the Company and its Subsidiaries and their uses comply with all applicable Requirements of Laws and Court Orders, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect. (b) The Company and its Subsidiaries have complied with all Requirements of Laws and Court Orders that are applicable to their respective assets or businesses, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect. (c) The Company and its Subsidiaries own, hold or possess all necessary permits, licenses, franchises and other authorizations from a Governmental Authority required to conduct their respective businesses substantially as conducted presently, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries is in default in any material respect under any such permit, license, franchise or other authorization. (d) There are no civil, criminal, administrative or regulatory lawsuits, claims, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or affecting in any material respect its or their properties or assets nor, to the Knowledge of the Company, is there any basis for any of the same, and there are no lawsuits, claims or proceedings pending or threatened in which the Company or any of its Subsidiaries is the plaintiff or claimant. (e) There are no civil, criminal, administrative or regulatory lawsuits, claims, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of the Company, threatened against the executive officers of the Company or any of its Subsidiaries by reason of the past employment relationship of any such officer. (f) To the Knowledge of the Company, no legislative or regulatory proposal or other proposal for any change in any Requirement of Law, in each case which is specifically focused on the industries in which the Company or any of its Subsidiaries operates, is pending which, if adopted, could adversely affect the Company’s or its Subsidiaries ability to conduct their respective businesses as currently conducted or planned to be conducted.

  • 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.

  • Defense of Litigation To appear in and defend any action or proceeding that may affect its title to or Secured Party’s interest in the Collateral.

  • Stay of Litigation The Parties agree that upon the execution of this Agreement the litigation shall be stayed, except to effectuate the terms of this Agreement. The Parties further agree that upon the signing of this Agreement that pursuant to CCP section 583.330 to extend the date to bring a case to trial under CCP section 583.310 for the entire period of this settlement process.

  • 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.