Institution of Litigation Sample Clauses

Institution of Litigation. Following a Potential Change in Control or a Change in Control of the Company, the Trustee is specifically authorized and required to take such action as may be necessary or appropriate, including the institution of litigation or other legal process, to enforce the Company's obligations hereunder or under the Plans on behalf of either itself or the Plan Participants (or their beneficiaries), and any expenses thus incurred by the Trustee shall be paid or reimbursed by the Company pursuant to Section 10.3 and 10.4 hereof.
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Institution of Litigation. Following a Change in Control, the Trustee ------------------------- is specifically authorized and required to take such action as may be necessary or appropriate, including the institution of litigation or other legal process, to enforce the Company's obligations hereunder or under the Plans on behalf of either itself or the Plan Participants (or their beneficiaries) and all claims for benefits by individual Plan Participants against the Company, other than those pursued by a Plan Participant pursuant to the last sentence of this Section 10.5 and those which the Trustee reasonably believes to be frivolous, and shall not compromise or settle any such claim, unless approved by the affected Plan Participants. Any expenses thus incurred by the Trustee shall be paid or reimbursed by the Company pursuant to Section 10.3 and 10.4 hereof. In addition, following a Change in Control, any Plan Participant in Grade 18 or higher shall be entitled to be reimbursed for any legal expenses he or she incurs in pursuing an independent legal proceeding with respect to his or her rights under the Plans or this Trust in connection with such Change in Control; provided, that such Plan Participant promptly notifies the Trustee of his or her decision to pursue such proceeding, so as to avoid duplication of expenses. In such event, the Trustee, in the exercise of its sole discretion, may elect not to pursue a claim seeking similar relief against the Company.
Institution of Litigation. To the extent permitted by Article VI, in addition to any other rights or remedies, any Party may institute litigation to recover damages for any Event of Default or to obtain any other remedy (including specific performance and any other kind of equitable remedy) consistent with the purposes of this Xxxxxxx Coliseum Agreement; provided, however, that in no event shall any Party hereto be liable for consequential, punitive or special damages as a result of any breach of the terms hereof, unless specifically provided for herein. Litigation pursuant to this Section shall only be instituted in the District Court of Bexar County, Texas or in the United States District Court in the San Antonio Division of the Western District of Texas. The County, CAB, SALE, the Spurs, and the Operator consent to the jurisdiction and venue of such courts. Neither the existence of any claim or cause of action of a Party, whether predicated on this Xxxxxxx Coliseum Agreement or otherwise, shall (a) constitute a defense to specific enforcement of the obligations of such other Party under this Xxxxxxx Coliseum Agreement or

Related to Institution of Litigation

  • Notification of litigation The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party, the Approved Manager, any Ship or the Earnings or the Insurances of any Ship as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.

  • Disposition of Litigation The Company will consult with Holding with respect to any Action by any Third Party to restrain or prohibit or otherwise oppose the Merger or the other transactions contemplated by this Agreement and, subject to Section 6.3, will resist any such effort to restrain or prohibit or otherwise oppose the Merger or the other transactions contemplated by this Agreement. Holding may participate in (but not control) the defense of any stockholder litigation against the Company and its directors relating to the transactions contemplated by this Agreement at Holding's sole cost and expense. In addition, subject to Section 6.3, the Company will not voluntarily cooperate with any Third Party which has sought or may hereafter seek to restrain or prohibit or otherwise oppose the Debt Offer, the Merger or the other transactions contemplated by this Agreement and will cooperate with Holding to resist any such effort to restrain or prohibit or otherwise oppose the Debt Offer, the Merger or the other transactions contemplated by this Agreement.

  • 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.

  • Notice of Litigation and Judgments The Borrower will give notice to the Agent in writing within five (5) Business Days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower, any Guarantor or any of their respective Subsidiaries or to which the Borrower, any Guarantor or any of their respective Subsidiaries is or is to become a party involving an uninsured claim against the Borrower, any Guarantor or any of their respective Subsidiaries that could either reasonably be expected to cause a Default or could reasonably be expected to have a Material Adverse Effect and stating the nature and status of such litigation or proceedings. The Borrower will give notice to the Agent, in writing, in form and detail reasonably satisfactory to the Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of their respective Subsidiaries in an amount in excess of $10,000,000.00.

  • 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).

  • 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;

  • Notice of Litigation Each Seller shall promptly notify the applicable Purchaser upon becoming aware of any Proceedings or threatened Proceedings concerning any Serviced Appointment, in each case, excluding Proceedings in servicer-managed mortgage-level litigation with respect to residential mortgage-backed securities transactions. Notices delivered pursuant to this Section 5.4 will be delivered to the notice recipient designated on Annex B.

  • Proceedings and Litigation No action, suit or proceeding shall have been commenced by any Person against any party hereto seeking to restrain or delay the purchase and sale of the Units or the other transactions contemplated by this Agreement or any of the other Transaction Documents.

  • Absence of Litigation There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

  • Notice of Litigation, Etc Tenant shall give prompt Notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which Tenant has notice or actual knowledge which involves a potential liability equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or condition, financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of any Default, Event of Default or any default or event of default under any agreement relating to Indebtedness for money borrowed in an aggregate amount exceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), or any event or condition that would be required to be disclosed in a current report filed by Tenant on Form 8-K or in Part II of a quarterly report on Form 10-Q if Tenant were required to file such reports under the Securities Exchange Act of 1934, as amended, Tenant shall furnish Notice thereof to Landlord specifying the nature and period of existence thereof and what action Tenant has taken or is taking or proposes to take with respect thereto.

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