Non-Litigation Claims Sample Clauses

Non-Litigation Claims. In the event a Raven Indemnified Party seeks indemnification pursuant to Section 10 of this Escrow Agreement, but other than pursuant to Section 4.2 of this Escrow Agreement, Raven shall send written notice of such claim (a "Claim Notice") to the Escrow Agent and the Stockholder Representative, setting forth the amount and the basis of such claim (the "Expected Claim Amount"). The Escrow Agent shall disburse, from the Escrow Fund, to such Raven Indemnified Party the Expected Claim Amount in such Claim Notice on the twenty-first (21st) calendar day after it receives such Claim Notice; provided, however, that no such disbursement shall be made if the Escrow Agent receives prior to the close of business on the twentieth (20th) calendar day after the Escrow Agent receives the Claim Notice a certificate (an "Objection Certificate") from the Stockholder Representative objecting to the indemnification claim and instructing the Escrow Agent not to pay such Expected Claim Amount to such Raven Indemnified Party. If the Escrow Agent receives an Objection Certificate on or prior to such twentieth (20th) day, the Escrow Agent shall hold the Expected Claim Amount until receipt of joint written instructions from Raven and the Stockholder Representative or a final non-appealable order or opinion of an arbitrator or court of competent jurisdiction resolving such claim. Promptly upon receipt of (i) joint written instructions of Raven and the Stockholder Representative or (ii) a final non-appealable order or opinion of an arbitrator or a court of competent jurisdiction resolving such claim and indicating that the Raven Indemnified Party is entitled to indemnification and the amount thereof, the Escrow Agent shall disburse, from the Escrow Fund, to such Raven Indemnified Party the amount stated in such instructions, order or opinion. Any such order or opinion shall be accompanied by an opinion of counsel to the Raven Indemnified Party, reasonably satisfactory to the Escrow Agent, to the effect that such order or opinion is final and non-appealable. The Escrow Agent may rely conclusively upon such court order and legal opinion with respect to any such payment without further inquiry as to any requirement set forth in this Section 4.3.
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Related to Non-Litigation Claims

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

  • Claims and Litigation No pending or, to the Company's knowledge, threatened, claims, suits or other proceedings exist with respect to any Employee Benefit Plan other than normal benefit claims filed by participants or beneficiaries.

  • 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.

  • Transaction Litigation In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed, or conditioned).

  • INDEMNIFICATION, LITIGATION The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

  • 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 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.

  • Certain Litigation The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder of the Company relating to the Offer, the Merger, this Agreement, or the Shareholder Agreement, without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.

  • Infringement and Litigation 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses.

  • Dismissal of Litigation Within five (5) days of the Effective Date, Summit, VISX and Pillar Point shall cause all of the Summit/VISX Litigation (as hereinafter defined) to be dismissed with prejudice, with each party to bear its own costs and attorneys' fees. As used herein, "Summit/VISX Litigation" means VISX Partner, Inc. v. Summit Partner, Inc., Santx Xxxxx Xxxxxx Xxxxxxxx Court, Case No. CV 772057; VISX, Incorporated v. Pillar Point Partners, et al., Santx Xxxxx Xxxxxx Xxxxxxxx Court, Case No. 770042; and VISX Partner, Inc., on behalf Pillar Point Partners, United States District Court, District Of Massachusetts, Case No. 96-11739-PBS. The term "Summit/VISX Litigation" includes all counterclaims, cross-claims and the like asserted in the foregoing actions.

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