LAWSUITS, CLAIMS. Promptly notify Buyer of, and diligently defend against, all lawsuits, claims, proceedings or investigations that are, or which any officers of the Seller, as a result of events or circumstances actually known to them, has reason to believe may be, threatened, brought, asserted or commenced against Seller or any of its shareholders, officers or directors, involving or affecting in any way the Business, any of the Purchased Assets or the transactions contemplated hereby; and not settle any action or proceeding which would materially adversely affect the Business or any of the Purchased Assets or the consummation of the transactions contemplated hereby; and not release, settle, compromise or relinquish any claims, causes of action or rights of the Business involving more than $5,000 individually or $15,000 in the aggregate which 18 20 Seller may have against any other persons;
LAWSUITS, CLAIMS. Except as set forth in Schedule 5.6 hereto, there is no Action pending or, to the knowledge of Buyer, threatened against Buyer which would materially impair or delay the ability of Buyer to effect the Closing. Buyer is not subject to any order, writ, judgment, award, regulatory authority of competent jurisdiction or any arbitrator or arbitrators which would materially impair or delay the ability of Buyer to effect the Closing.
LAWSUITS, CLAIMS. (i) Promptly notify Buyer of any lawsuit or other legal proceeding that is commenced, or that is threatened, in writing, against Seller and that (a) relates to or arises out of the Business and, if adversely determined against Seller, would be expected to have a Material Adverse Effect on the Business, or (b) relates to any of the Purchased Assets or any of the transactions contemplated by this Agreement; and
(ii) Not settle any action or proceeding on terms that are expected to have a Material Adverse Effect on the Business, not release, settle, compromise or relinquish any claims, causes of action or rights involving more than $5,000 individually or $10,000 in the aggregate which
LAWSUITS, CLAIMS. Except as set forth in Schedule 3.6 hereto, there is no civil, criminal or administrative action, suit, demand, claim, hearing, proceeding or investigation pending or, to the knowledge of the Limited Partnership, threatened against the Limited Partnership which could not reasonably be expected to adversely affect the ability of the Limited Partnership to consummate the Closing. The Limited Partnership is not subject to any order, writ, judgment, award, injunction or decree of any court or governmental or regulatory authority of competent jurisdiction or any arbitrator or arbitrators which could not reasonably be expected to adversely affect the ability of the Limited Partnership to consummate the Closing.
LAWSUITS, CLAIMS. Promptly notify Investors of, and if requested by Investors, diligently defend against, all lawsuits, claims, proceedings or investigations that are, or which any officers of the Company or any of the Stockholders, as a result of events or circumstances actually known to them, has reason to believe may be, threatened, brought, asserted or commenced against the Company or any of its officers or directors, involving or affecting in any way the Company's business or operations, or any of its assets, or the Shares or the transactions contemplated hereby; and not settle any action or proceeding which would materially and adversely affect the Company, its business, financial condition or operating results and, not release, settle, compromise or relinquish any claims, causes of action or rights involving more than $25,000 individually or $50,000 in the aggregate which the Company may have against any other persons, including, without limitation, claims or rights to reimbursement or payment for services rendered by the Company;
LAWSUITS, CLAIMS. (i) Promptly notify Buyer of any lawsuit or other legal proceeding that is commenced, or that is threatened, in writing, against the Seller and that (a) relates to or arises out of the Seller's business or operations and, if adversely determined against the Seller, would be expected to have a Material Adverse Effect on Seller, or (b) relates to any of the Purchased Assets or any of the transactions contemplated by this Agreement; and
(ii) Not settle any action or proceeding on terms that are expected to have a Material Adverse Effect on Seller, not release, settle, compromise or relinquish any claims, causes of action or rights involving more than $25,000 individually or $50,000 in the aggregate which the Seller may have against any other persons, including, without limitation, claims or rights to reimbursement or payment for services rendered by the Seller;
LAWSUITS, CLAIMS. (a) Promptly notify Buyer of any lawsuit or other legal proceeding that is commenced, or that is threatened in writing, against the Company and that (i) relates to or arises out of the Company's business or operations and, if adversely determined against the Company, would be expected to have a Material Adverse Effect on the Company, or (ii) relates to any of the Shares or any of the transactions contemplated by this Agreement; and
(b) Not settle any action or proceeding on terms that are expected to have a Material Adverse Effect on the Company, and not release, settle, compromise or relinquish any claims, causes of action or rights involving more than $25,000 individually or $50,000 in the aggregate which the Company may have against any other persons, including, without limitation, claims or rights to reimbursement or payment for services rendered by the Company;
LAWSUITS, CLAIMS. The Company will promptly notify Techniclone of all lawsuits, claims, proceedings or investigations that are, or which any officers of the Company or any of the Stockholders, as a result of events or circumstances actually known to them, has reason to believe may be, threatened, brought, asserted or commenced against the Company or any of its officers or directors, involving or affecting in any way the Company's business or operations, or any of its assets, or the Shares or the transactions contemplated hereby. The Company will not settle any action or proceeding which would materially and adversely affect the Company, its business, financial condition or operating results and, will not release, settle, compromise or relinquish any claims, causes of action or rights.
LAWSUITS, CLAIMS. Promptly notify Buyer of all lawsuits, claims, proceedings or investigations that are, or which any officers of the Company, as a result of events or circumstances actually known to them, has reason to believe may be, threatened, brought, asserted or commenced against the Company or any of its officers or directors, involving or affecting in any way the Company's Business or operations, or any of its assets, or the transactions contemplated hereby; and not settle any action or proceeding which would materially and adversely affect the Company, its business, financial condition or operating results and, not release, settle, compromise or relinquish any claims, causes of action or rights involving more than $10,000 individually or in the aggregate which the Company may have against any other persons, including, without limitation, claims or rights to reimbursement or payment for services rendered by the Company;
LAWSUITS, CLAIMS. Promptly notify Buyer of, and diligently defend against, all lawsuits, claims, proceedings or investigations that are, or which any officers of Seller, as a result of events or circumstances actually known to them, has reason to believe may be, threatened, brought, asserted or commenced against Seller or any of its stockholders, officers or directors, involving or affecting in any way the Business, any of the Purchased Assets or the transactions contemplated hereby; and not settle any action or proceeding which would materially adversely affect the Business or any of the Purchased Assets or the consummation of the transactions contemplated hereby; and not release, settle, compromise or relinquish any claims, causes of action or rights involving more than $25,000 individually or $50,000 in the aggregate which Seller may have against any other persons (except that Seller may settle its disputes with Societa Per IL Software, S.r.L. at Seller's sole expense out of the proceeds of the sale of the Purchased Assets pursuant to this Agreement);
