Initiation, Action and Past Practices Sample Clauses

Initiation, Action and Past Practices. Except as otherwise set forth in this Section 9.2(g)(ii), Representative shall not have any obligation to indemnify the Parent Indemnified Parties (pursuant to Section 9.1(a)(iv) or otherwise) with respect to any matter marked with an exclamation on Schedule 9.1(a)(iv) to the extent the resulting Losses relating to such matter: (x) arise from a Legal Proceeding with a Governmental Body that is (A) initiated by Parent or arising following action taken by Parent, in each case that is designed to result in the initiation of a Legal Proceeding with a Governmental Body, or (B) a result of a disclosure made to a Governmental Body by Parent, Surviving Corporation or their Affiliates, except to the extent such initiation or action in the case of (A), or disclosure in the case of (B), is required by applicable Law (the “Required by Law Exception”), or such initiation or action in the case of (A), or disclosure in the case of (B), is explicitly contemplated and permitted by this Agreement or (y) are attributable, other than to a disclosure referred to in this Section 9.2(g)(ii)(x)(B), to the failure of Parent to comply with the “past practice” standard with respect to the portion of any Tax Returns which relates to the matters marked with an exclamation on Schedule 9.1(a)(iv) occurring in Pre-Closing Tax Periods and Pre-Closing Straddle Periods, except to the extent such deviation from past practice is subject to the Required by Law Exception and relates to the matters marked with an exclamation on Schedule 9.1(a)(iv), or is explicitly contemplated and permitted by this Agreement). Parent shall be entitled to determine in the first instance whether any initiation, action or deviation from past practice satisfies the Required by Law Exception and may take any such action that Parent determines in good faith is required by applicable Law, without the consent of the Representative, but will provide Representative prompt written notification of such initiation or action, if any, and disclose in writing to Representative in reasonable detail the nature of any such initiation, action, or deviation from past practice, if any. Parent shall not be liable for any failure to promptly notify the Representative of any such initiation, action or deviation from past practice unless the Representative is actually and materially prejudiced by such delay in notification. Representative may, at any time, including in connection with an indemnification claim made under Section 9.1 here...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Initiation, Action and Past Practices

  • Litigation and Pending Proceedings Except as set forth in the First Merchants Disclosure Letter, there are no claims of any kind, nor any action, suits, proceedings, arbitrations or investigations pending or to the knowledge of First Merchants’ Management threatened in any court or before any government agency or body, arbitration panel or otherwise (nor does First Merchants’ Management have any knowledge of a basis for any claim, action, suit, proceeding, arbitration or investigation) which could be reasonably expected to have a Material Adverse Effect. To the knowledge of First Merchants’ Management, there are no material uncured violations, criticisms or exceptions, or violations with respect to which material refunds or restitutions may be required, cited in any report, correspondence or other communication to First Merchants as a result of an examination by any regulatory agency or body.

  • Litigation and Compliance There is no action, suit, investigation, litigation or proceeding against such Legal Entity pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

  • Litigation and Compliance with Law Except as set forth in Schedule 5.17, there are no claims, actions, suits or proceedings, pending or, to the knowledge of the Companies and the Stockholders, threatened against or affecting any Company, at law or in equity, or before or by any Governmental Authority having jurisdiction over such Company. No written notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by any Company and, to the Stockholders' and the Companies' knowledge, there is no basis therefor. Except to the extent set forth in Schedule 5.17, each Company has conducted and is conducting its business in compliance with all Laws applicable to such Company, its assets or the operation of its business.

  • Litigation and Regulatory Proceedings Except as disclosed in SEC Documents, there are no material actions, causes of action, suits, claims, proceedings, inquiries or investigations (collectively, “Proceedings”) before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of the Subsidiaries, threatened against or affecting the Company or any of the Subsidiaries, the Common Stock or any other class of issued and outstanding shares of the Company’s Capital Stock, or any of the Company’s or the Subsidiaries’ officers or directors in their capacities as such and, to the knowledge of the executive officers of the Company, there is no reason to believe that there is any basis for any such Proceeding.

  • Litigation and Orders There is no Proceeding pending or, to Buyer’s Knowledge, Threatened against Buyer, as of the date of this Agreement, that, if decided adversely to Buyer, will materially and adversely affect Buyer’s ability to consummate the transactions contemplated herein. As of the date of this Agreement, Buyer is not subject to any Order that will materially and adversely affect Buyer’s ability to consummate the transactions contemplated herein.

  • Transition and Expenses If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations Reviewer will pay the reasonable expenses (including the fees and expenses of counsel) of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on such obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer or the successor Asset Representations Reviewer.

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Litigation and Investigations Promptly after (i) the occurrence thereof, notice of the institution of or any material adverse development in any material action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against any Consolidated Company, or any material property of any thereof, or (ii) actual knowledge thereof, notice of the threat of any such action, suit, proceeding, investigation or arbitration;

Time is Money Join Law Insider Premium to draft better contracts faster.