Litigation Matter Sample Clauses

Litigation Matter. Seller shall notify Buyer in writing promptly after learning of any Action initiated by or against the Company, or known to be threatened in writing against the Company or any of its directors, officers or employees in their capacity as such.
Sample 1
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Litigation Matter. In respect of the litigation Claim referred to as BP Canada Energy Resources Company v. ATCO Midstream (Court of Queen’s Bench of Alberta Action No. 1001-15944) and notwithstanding anything to the contrary herein, any proceeds by way of judgment, settlement or otherwise, in favour of the Purchased Entities from such litigation shall, as to the amount of such proceeds applicable to the period prior to the Effective Date, be for the sole account of Vendor, and as to the amount of such proceeds applicable to the period on and after the Effective Date, be for the sole account of Purchaser.
Sample 1
Litigation Matter. Sellers will, and will cause their Affiliates to, in each case at Sellers’ expense (without any contribution, distribution, reimbursement or other payment by the Partnership or any of its Subsidiaries following the Closing, except as otherwise set forth in this Agreement), (i) use commercially reasonable efforts to pursue and defend the Litigation Matter consistent with past practice, (ii) reasonably cooperate with and make themselves reasonably available to assist Purchaser in its efforts to achieve a favorable resolution of the Litigation Matter, and (iii) following the favorable resolution of the Litigation Matter and the release of the related Liens against the subject Airwalk trademarks in China, use commercially reasonable efforts to assign to Purchaser each such Airwalk trademark, free and clear of all Liens, including, as promptly as possible, but in no event more than thirty (30) days following the date on which Sellers have written notice that the Litigation Matter is resolved and the related Liens have been released, file “Applications for Registration of Assignment of Mxxx” with the Trademark Office of the State Administration for Industry and Commerce The People’s Republic of China or its successor agency. Sellers will bear all costs and expenses in connection with such assignment, filing and recordation. For the avoidance of doubt, nothing in this Section 6.11 shall obligate or be deemed to obligate Sellers or their Affiliates in any way to pay any amount to or for the benefit of the Litigation Party with respect to the favorably resolution of the Litigation Matter. Purchaser shall not compromise or settle the Litigation Matter without Sellers’ consent (not to be unreasonably withheld); provided, that, in the event Sellers withhold consent to a complete and final settlement of the Litigation Matter which includes a complete release of Sellers and their Affiliates from any and all claims in connection with or related to the Litigation Matter and which settlement does not obligate Sellers or their Affiliates to pay any amount to or for the benefit of Litigation Party excluding any payments from the Escrow Amount: (i) the Litigation Matter Release Date set forth in Section 2.4 shall be extended to the later of (A) eighteen (18) months following the Closing and (B) the date the Litigation Matter is finally resolved, (ii) Sellers shall be responsible to promptly reimburse Purchaser for any Covered Losses in connection with or relating to the Litig...
Sample 1
Litigation Matter. Parent shall pay to the Exchange Agent for further payment to the Applicable Holders, in their respective Pro Rata Portions, as Merger Consideration, an amount equal to the total proceeds, if any, from the prosecution or settlement of the Living Social Case (the “Living Social Proceeds”) if and only to the extent that such matter is resolved through appeal, settlement or collection and a payment of such amount is actually received by Parent or one of its Affiliates in cash, in which event the payment of the Living Social Proceeds shall be within ten Business Days after Parent’s or its Affiliate’s receipt of such payment.
Sample 1
Litigation Matter. Upon Closing, Parent and Surviving Corporation shall control the defense of the Outstanding Litigation Matter and shall negotiate in good faith a settlement and dismissal of the Outstanding Litigation Matter; provided, however that any such settlement which does not provide for a full and complete release with prejudice of all parties involved with respect to the subject matter thereto shall require the prior written consent of the Representative (which consent shall not be unreasonably withheld, conditioned or delayed). Parent and the Surviving Corporation shall keep the Representative reasonably informed as to the settlement discussions and other events relating to the Outstanding Litigation Matters and the Representative shall be entitled to participate in any settlement discussions at its own cost.
Sample 1

Related to Litigation Matter

  • 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; 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;

  • Certain Litigation Matters The Owner Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.

  • 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.

  • 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 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.

  • 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.

  • Transaction Litigation From and after the date of this Agreement until the earlier of the Acquisition Merger Closing or termination of this Agreement in accordance with its terms, SPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands, other stockholder Actions (including derivative claims) or Actions brought by any third-party relating to this Agreement, any related agreements or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of SPAC, any of SPAC or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of SPAC or any of its Subsidiaries), or, in the case of the Company, any of the Company or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of the Company or any of its Subsidiaries). SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other; provided, however, that in no event shall (x) SPAC or any of its Subsidiaries or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), or (y) the Company or any of its Subsidiaries any or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed).

  • 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.

  • Settlement of Third Party Claims Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

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