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Ongoing Litigation Sample Clauses

Ongoing Litigation. COMPANY shall have the obligation to join as a party, and control, pursue and defend, at its own expense, through counsel reasonably acceptable to LICENSOR, the following actions to which LICENSOR is a party, namely: Trustees of the University of Pennsylvania v. St. Jude Children’s Research Hospital Civil Action No. [***] (the “Contract Claim”) and Trustees of the University of Pennsylvania v. St. Jude Children’s Research Hospital Civil Action No. 13-1502 (the “Patent Claim”) in a manner consistent with the terms and provisions hereof. COMPANY shall at all times keep LICENSOR informed as to the status thereof, and shall allow LICENSOR and counsel appointed by LICENSOR an opportunity, and reasonably sufficient time, to comment and advise COMPANY with respect to actions to be taken in connection therewith. Commencing as of the EFFECTIVE DATE, COMPANY shall be responsible for [***] of LICENSOR’s documented reasonable costs and expenses incurred in connection with the foregoing litigation and LICENSOR shall be responsible for [***] ([***]). COMPANY shall reimburse LICENSOR for its share of such costs within [***] of the receipt of an invoice from LICENSOR. Any recovery in such action (from damages, awards or settlements) shall be allocated as follows: first, LICENSOR shall receive past litigation costs of approximately [***] U.S. dollars ($[***]) to reimburse it for LICENSOR’s documented costs and expenses incurred in connection with the foregoing litigation prior to the EFFECTIVE DATE (exact costs to be included in an amendment to this AGREEMENT within 3 months of the EFFECTIVE DATE), second each party shall be reimbursed for its costs and expenses incurred by it in connection with such actions after the EFFECTIVE DATE, and then any remainder shall be shared [***] percent ([***]%) to COMPANY and [***] percent ([***]%) to LICENSOR. However, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of LICENSOR. Except as is set forth below, LICENSOR shall not unreasonably withhold consent of any settlement, consent judgment or other voluntary final disposition of suit that does not admit the invalidity of any patent within PATENT RIGHTS and which does not purport to admit any fault or wrongdoing on the part of LICENSOR. LICENSOR shall reasonably cooperate in any such actions, at COMPANY’s expense, including by joining as a party if required by applicable law. Any settlement, consent ju...
Ongoing Litigation. Buyer and Seller shall make commercially reasonable efforts to cooperate in the prosecution or defense of the matters set forth Section 4.10 of the Disclosure Schedule, and shall take any actions reasonably requested by the other Party or its Affiliates relating to such prosecution or defense, including providing such personnel and records reasonably requested by such Party. Buyer shall be entitled to be reimbursed for any reasonable out-of-pocket costs and expenses authorized in advance by and incurred in connection with assisting Seller and its Affiliates in connection with this Section 6.16.
Ongoing LitigationThe parties acknowledge that Schedule C discloses ongoing litigation at certain Sites where Xxxxxx has accepted tender to defend the disclosed lawsuits and indemnify and defend Seller against liability arising out of such lawsuits. Seller agrees that prior to expiration of the Diligence Period, Seller will make commercially reasonable efforts to obtain written confirmation from the applicable Tenant that the Tenant has extended such indemnity and defense to Buyer as successor landlord.
Ongoing Litigation. The Summary of the Ongoing Litigation presented in Schedule "I" hereto is true and correct and presents fairly and correctly the status of the ongoing litigation of the Vendors as at the date hereof;
Ongoing Litigation. Any liability or obligation with respect to any of the litigation and/or disputes identified on Schedule 1.4(a) attached to this Agreement (the "Ongoing Litigation");
Ongoing LitigationSeller and Purchaser hereby acknowledge that Seller is the plaintiff in ongoing litigation against PARGAR, LLC, a Georgia limited liability company and a former tenant of the Property (the “PARGAR Litigation”). Seller and Purchaser hereby agree that Purchaser shall have no interest in the PARGAR Litigation and shall have no right to any proceeds derived therefrom or related thereto, including without limitation any settlement payment, judgment award and/or judgment lien. Seller shall indemnify, defend, and hold harmless Purchaser from and against all liability, cost, and expense arising from or in connection with the PARGAR Litigation, and shall cure or remove all claims, liens, and/or encumbrances arising from or in connection with the PARGAR Litigation. The provisions of this Section shall survive Closing indefinitely.
Ongoing LitigationWith the exception of those cases indicated in List 3.10, no actions, lawsuits, or governmental, judicial, employment-related, tax, administrative, or arbitration proceedings ("Judicial Proceedings") are in progress or have been threatened against or regarding Terra or the Subsidiary.
Ongoing LitigationWith the exception of those cases indicated in List 4.11, no actions, claims, demands, lawsuits, or governmental, judicial, employment-related, tax, administrative, or arbitration proceedings ("Judicial Proceedings") are in progress or have been threatened against or regarding INFOSEL, the Shares, or INFOSEL's Subsidiaries.
Ongoing LitigationWithout limiting Alnylam’s obligations in Section 11.2 or 11.3: 11.4.1 Alnylam shall indemnify, hold harmless and defend the Genzyme Indemnitees from and against any and all Losses and, subject to Section 11.6, any other amounts paid by Genzyme (such as through settlement) arising out of or resulting from any claim asserted (whether in the Ongoing Litigation or otherwise, but solely to the extent substantially related to the subject matter of the Ongoing Litigation) by the plaintiffs in the Ongoing Litigation. 11.4.2 In the event that Alnylam agrees (whether as part of any settlement or otherwise), or is required as part of any judgment or order, to pay to one or more plaintiffs in the Ongoing Litigation amounts that result in the aggregate amount of Third Party License Payments under an Existing Alnylam In-License exceeding, in duration or amount, the amount that Alnylam would be required to pay under such Existing Alnylam In-License based on Alnylam’s assertions in the Ongoing Litigation (any such excess, “Incremental Amounts”), Alnylam shall be fully responsible for such Incremental Amounts. Without limitation, Genzyme shall not be responsible for any Incremental Amounts pursuant to Section 7.4.3 and Incremental Amounts shall not be taken into account when calculating the royalty floor pursuant to Section 8.3.5.

Related to Ongoing Litigation

  • Pending Litigation Financial position and prospective long-term profitability of the Single Tenderer, and in the case the Tenderer is a JV, of each member of the JV, shall remain sound according to criteria established with respect to Financial Capability under paragraph I (i) above assuming that all pending litigation will be resolved against the Tenderer. Tenderer shall provide information on pending litigations as per Form CON-2.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Cooperation in Litigation Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

  • Third Party Litigation The undersigned agrees to be available to the Company and its affiliates on a reasonable basis in connection with any pending or threatened claims, charges or litigation in which the Company or any of its affiliates is now or may become involved, or any other claims or demands made against or upon the Company or any of its affiliates, regardless of whether or not the undersigned is a named defendant in any particular case.

  • 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.

  • Transaction Litigation Subject to entry into a customary joint defense agreement, the Company shall give Parent the opportunity to consult with the Company and participate in the defense or settlement of any shareholder litigation against the Company, any Company Subsidiary or their respective directors or officers (each, a “Company Party”) relating to this Agreement, the Merger or the other Transactions. None of the Company, any Company Subsidiary or any Representative of the Company shall compromise, settle or come to an arrangement regarding any such shareholder litigation, in each case unless Parent shall have consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Company may compromise, settle or come to an agreement regarding shareholder litigation made or pending against a Company Party, if each of the following conditions are met: (i) the resolution of all such litigation requires payment from the Company or any of the Company Subsidiaries or Representatives in an amount not to exceed the amount set forth in Section 6.12 of the Company Disclosure Schedule or the provision of disclosures to the shareholders of the Company relating to the Merger (provided that Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent); (ii) the settlement provides for no injunctive or similar relief prohibiting or mandating certain action by the Company, Parent, Merger Sub, Guarantor, the Surviving Corporation or any of their respective Affiliates, Subsidiaries or Representatives; (iii) the settlement provides that Parent and its Subsidiaries and Representatives are released from all liability in connection therewith with prejudice; (iv) none of Parent, Merger Sub, the Company, and their respective Subsidiaries and Representatives are required to admit any wrongdoing as part of the settlement, and (v) the withdrawal or dismissal (with prejudice) of all shareholder claims and actions then pending relating to this Agreement, the Merger or the other Transactions.

  • 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.

  • No Pending Litigation There is no action, suit, proceeding, investigation or litigation pending or, to the Purchaser’s knowledge, threatened, which either in any one instance or in the aggregate, if determined adversely to the Purchaser would adversely affect the purchase of the Mortgage Loans by the Purchaser hereunder, or the Purchaser’s ability to perform its obligations under this Agreement; and

  • Cooperation With Regard to Litigation Executive agrees to cooperate with the Company, during the term and thereafter (including following Executive’s termination of employment for any reason), by making himself available to testify on behalf of the Company or any subsidiary or affiliate of the Company, in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any subsidiary or affiliate of the Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any subsidiary or affiliate of the Company, as may be reasonably requested and after taking into account Executive’s post-termination responsibilities and obligations. The Company agrees to reimburse Executive, on an after-tax basis, for all reasonable expenses actually incurred in connection with his provision of testimony or assistance.

  • Related Litigation The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation Proceedings pursuant to the Arbitration Act.