Notice and Proceedings Sample Clauses

Notice and Proceedings. (a) Any Shareholder that believes it may be entitled to a payment under this Agreement as a result of a Proceeding shall use reasonable efforts to promptly notify the Company of such Proceeding. (b) The Company will have the option to represent itself in any Proceeding, at its own expense and using advisors of the Company’s choice. (c) Each Shareholder shall cooperate fully with the Company in any Proceeding and shall have the right, but not the obligation, to participate in such Proceeding at its own expense. (d) Breach by any Shareholder of any of the provisions of this Section 3.01 will terminate the Company’s obligation to make payments to such Shareholder under Article II, to the extent any such breach materially prejudices the result of any Proceeding.
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Notice and Proceedings. If Employee wishes to claim a payment under the provisions of Paragraph 1 of this Agreement, upon learning of any such claim, assessment, action, suit, proceeding or investigation by any governmental entity (a "Third-Party Claim"), Employee shall promptly notify the Company thereof, but the failure to so notify shall not relieve the Company of any liability it may have to Employee, except to the extent such failure materially prejudices the Company. In the event of any such Third-Party Claim, (i) the Company shall have the right to assume the defense thereof and the Company shall not be liable to Employee for any attorneys' fees or expenses of other counsel or any other expenses subsequently incurred by Employee in connection with the defense thereof, except that if the Company elects not to assume such defense or fails to make the payments contemplated by this Agreement, Employee may retain counsel satisfactory to the Company, and the Company shall pay all reasonable attorney's fees and expenses of such counsel promptly following receipt of a statement therefor; provided, however, that the Company shall be obligated pursuant to this Paragraph 2 to pay for only one firm of counsel for Employee in any jurisdiction, and (ii) Employee will cooperate in the defense of any such Third-Party Claim (including, without limitation, by permitting the Company and its representatives, at times and dates mutually acceptable to the parties, to inspect, review and make copies of Employee's income tax returns and related records as the Company deems necessary or appropriate from time to time). Notwithstanding the foregoing, the Company shall not have any obligation hereunder to Employee if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the making of the payment in the manner contemplated hereby is prohibited by applicable law. The Company shall not, without the prior written consent of Employee, settle, compromise or offer to settle or compromise any Third-Party Claim on a basis that would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of Employee, or (ii) a finding or admission of a violation of law by Employee.
Sample 1
Notice and Proceedings. If Viacom shall fail to deliver to the Partnership the Viacom Estoppel or the Updated Viacom Estoppel within the time periods for providing same pursuant to the Viacom Lease, then the Partnership shall promptly thereafter, in accordance with the applicable provisions of the Viacom Lease, deliver to Viacom a notice of default and to cure with respect thereto which, in substance, shall (i) recite the specific nature of Viacom's default in failing to deliver an estoppel certificate in accordance with the requirements of the Viacom Lease, and (ii) notify Viacom that, in the event Viacom fails to cure such default by delivering an estoppel in accordance with the requirements of the Viacom Lease within the cure period applicable to such default under the Viacom Lease, the Partnership reserves its right to exercise all rights and remedies available under the Viacom Lease, including, without limitation, the right to terminate the Viacom Lease (it being agreed that the Partnership will consult with Investor as to the form of such notice of default and cure). If after the giving of such notice and the expiration of all applicable cure periods Viacom shall have failed to deliver the Viacom Estoppel or the Updated Viacom Estoppel, then the Partnership shall commence (no later than five (5) business days following the expiration of all applicable notice and cure periods) and diligently prosecute a proceeding to compel Viacom to comply with the provisions of the Viacom Lease requiring it to provide the Viacom Estoppel or the Updated Viacom Estoppel, as the case may be. If Viacom shall commence a legal proceeding against the Partnership relating to the notice of default, the Partnership shall, as part of such proceeding, timely request the applicable court having jurisdiction thereover to order Viacom to deliver the Viacom Estoppel or the Updated Viacom Estoppel, as the case may be, and to order dismissal of the action in favor of the Partnership. If, on the Closing Date, any proceeding shall be on-going with respect to the Updated Viacom Estoppel, the Partnership shall execute such documents as Investor shall reasonably request and otherwise reasonably cooperate with Investor (and Fee Owner), at Investor's sole cost and expense, to have Fee Owner substituted into such proceeding as the Partnership's successor-in-interest and new landlord under the Viacom Lease.
Sample 1

Related to Notice and Proceedings

  • Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.

  • Suits and Proceedings To Seller’s Knowledge, except as listed in Exhibit H, there are no legal actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which (i) are not adequately covered by existing insurance and (ii) if adversely determined, would materially and adversely affect the value of the Property, the continued operations thereof, or Seller’s ability to consummate the transactions contemplated hereby.

  • Litigation and Proceedings There are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

  • Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting any Group Member that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or that involve this Agreement or the Transactions.

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.

  • Claims and Proceedings 14 3.17 Taxes...................................................................15 3.18 Personnel...............................................................16

  • Judgment and Proceedings (1) The entry of any judgment or decree against Servicer or any of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Servicer and its Subsidiaries exceeds $1,000,000, (2) the institution of any litigation, arbitration proceeding or governmental proceeding against Servicer that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (3) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller.

  • 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.

  • Notice and Procedure Promptly after the Indemnified Party receives any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

  • Actions; Proceedings There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will, if determined adversely to the Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement.

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