LITIGATION CLAIM Sample Clauses

LITIGATION CLAIM. Notwithstanding the foregoing provisions of this Article VIII, UBIBV agrees to provide to Buyer and Communications (and the appropriate Vermont Entities following the Closing) with the benefit of UBIBV's insurance coverage to the extent that it exists with respect to any Adverse Consequences Buyer, Communications or any of the Vermont Entities may suffer in respect of the Latina claim identified and described in Section 4.17 of the Disclosure Schedule. UBIBV hereby represents and warrants that the Latina claim has been submitted to its insurance company and has not, as of February 27, 2000, received any notice of rejection or non-coverage.
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LITIGATION CLAIM. Until the date that the Litigation Claim becomes a Final Claim, Seller or its designee shall assume and provide the defense of the Company with respect thereto, including any settlement or possible appeal. Such defense of the Company shall be conducted through counsel selected by Seller and approved by Buyer, which approval shall not be unreasonably withheld or delayed, and Buyer and the Company (as applicable) shall fully cooperate with Seller and counsel selected by Seller in connection therewith. Buyer and Seller acknowledge that Xxxxxx Xxxxxxxxx, LLC is currently representing the Company with respect to the Ohio Lawsuit with the assistance of Xxxxxx & Xxxxxx L.L.P., and that Xxxxxx & Xxxxxx L.L.P. is representing the Company's Affiliates in the Adversary Proceeding with respect to the Litigation Claim. By its execution of this Agreement, Buyer approves of such counsel pursuant to this Section 8.17. In the event that Seller fails to actively and diligently defend the Litigation Claim, within ten Business Days after receipt of written notification from Buyer or the Company challenging the adequacy of such defense, and upon failure of Seller to satisfy Buyer's or the Company's concerns in this regard, Buyer or the Company shall have the right to undertake the defense of the Litigation Claim or any appeal related thereto. Seller shall obtain the prior written approval of the Company (such approval not to be unreasonably withheld or delayed) before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of all or any portion of the Litigation Claim or any liability in respect thereof. Seller shall not consent to the entry of any judgment or enter into any settlement with respect to the Litigation Claim that does not include as an unconditional term thereof the giving to the Company by each claimant or plaintiff of a release from all liability in respect of the Litigation Claim.
Sample 1
LITIGATION CLAIM. Notwithstanding the foregoing provisions of this Article VIII, Seller agrees to provide to Buyer (and the appropriate Vermont Entities following the Closing) with the benefit of Seller's insurance coverage to the extent that it exists with respect to any Adverse Consequences Buyer or any of the Vermont Entities may suffer in respect of the Latina claim identified and described in Section 4.17 of the Disclosure Schedule. Seller hereby represents and warrants that the Latina claim has been submitted to its insurance company and has not, as of the date hereof, received any notice of rejection or non-coverage.
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Related to LITIGATION CLAIM

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

  • Litigation; Proceedings Except as specifically disclosed in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction Documents, the Shares or the Underlying Shares, (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documents.

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Litigation; Disputes No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement.

  • Litigation There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

  • Litigation, etc The Fund shall give prompt notice in writing to the Purchaser of any litigation, administrative proceeding or business development which is reasonably expected to materially adversely affect its business, properties or affairs or to impair the ability of the Fund to perform its obligations as set forth hereunder or under any of the other Related Documents. All information, reports and other papers, documentation and data with respect to the Fund furnished to the Purchaser pursuant to this Section 6.9 shall be, at the time the same are so furnished, complete and correct in all material respects and, when considered with all other material delivered to the Purchaser under this Agreement or made available pursuant to the Due Diligence Request, will not contain untrue statements of material facts or omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

  • Third Party Claim A Claim where there is (a) a claim, demand, suit or action by a person who is not a Party, (b) a settlement with, judgment by, or liability to, a person who is not a Party, or (c) a fine or penalty imposed by a person who is not a Party.

  • Infringement Proceedings Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks of which it has actual knowledge. Each Party will have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each Party agrees to provide the other Party with its reasonable cooperation and assistance with respect to any such infringement proceedings.

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

  • Claim A demand or assertion by the Owner or the Contractor seeking an adjustment of the Contract Sum or Contract Time, or both, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and the Contractor arising out of or relating to the Contract. The responsibility to substantiate a Claim shall rest with the party making the Claim. A demand for money or services by a third party, including a Trade Contractor, Supplier, or subcontractor to the Contractor, is ipso facto not a Claim against the Owner.

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