PARTIES TO LITIGATION Sample Clauses

PARTIES TO LITIGATION. Except as otherwise provided by ERISA, no Participant or Beneficiary is a necessary party or is required to receive notice of process in any court proceeding involving the Plan, the Trust Fund or any fiduciary of the Plan. Any final judgment entered in any proceeding will be conclusive upon the Employer, the Plan Administrator, the Advisory Committee, the Trustee, Custodian, Participants and Beneficiaries.
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PARTIES TO LITIGATION. Except as otherwise provided by ERISA, only the Employer, the Plan Administrator, the Advisory Committee, and the Trustee are necessary parties to any court proceeding involving the Trustee or the Trust Fund. No Participant, or Beneficiary, is entitled to any notice of process unless required by ERISA. Any final judgment entered in any proceeding will be conclusive upon the Employer, the Plan Administrator, the Advisory Committee, the Trustee, Participants and Beneficiaries.
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PARTIES TO LITIGATION. Except as otherwise provided by Applicable Law, a Participant or a Beneficiary is not a necessary party or required to receive notice of process in any court proceeding involving the Plan, the Trust Fund or any fiduciary of the Plan. Any final judgment (not subject to further appeal) entered in any such proceeding will be binding upon the Employer, the Plan Administrator, the Trustee, Custodian, Participants and Beneficiaries and upon their successors and assigns.
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PARTIES TO LITIGATION. Each of the Parties agree to the extent permitted by law that in any action brought against a Party to enforce such Party's indemnity obligations under this Article X, no other Party shall be deemed an indispensable party to such action, and such action may validly proceed whether or not any other Parties are joined.
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PARTIES TO LITIGATION. (a) Company and the Shareholders agree not to assert any Claim of the type described in Section 7.1, above, other than for indemnity or contribution, against the individual officers and directors of the Surviving Corporation, Bristol or Purchaser, or any of them, unless (i) such a Claim is based upon good faith allegations of intentional misconduct of such officers and directors, or any of them, for any actions taken or omissions made at any time by such officers and directors in their respective capacities, or (ii) it is determined that the such officers and directors, or any of them, are indispensable parties to any lawsuit in which such Claims asserted, or (iii) a court determines on its own motion that such officers and directors, or any of them, are necessary parties to any lawsuit in which such Claim is asserted; provided, however, that with respect to a claim of the type described in clause (i) of this subparagraph (a), Company and the Shareholders must plead with specificity the alleged intentional misconduct of such officers and directors, or any of them. (b) Bristol, Purchaser and Surviving Corporation agree not to assert any Claim of the type described in Section 7.2, above, other than for indemnity or contribution, against the individual officers and directors of Company and the Shareholders, or any of them, unless (i) such a Claim is based upon good faith allegations of intentional misconduct of such officers and directors, or any of them, or (ii) it is determined that such officers and directors, or any of them, are indispensable parties to any lawsuit in which such Claim is asserted, or (iii) a court determines on its own motion that such officers and directors, or any of them, are necessary parties to any lawsuit in which such Claim is asserted; provided, however, that with respect to a Claim of the type described in clause (i) of this subparagraph (b), Bristol and Purchaser must plead with specificity the alleged intentional misconduct of such officers and directors, or any of them. (c) In the event that Company and the Shareholders or Bristol, Purchaser and Surviving Corporation shall establish in a court of competent jurisdiction that the other party hereto shall have intentionally and in bad faith violated the provisions of this Section 7.4, then Company and the Shareholders or Bristol, Purchaser and Surviving Corporation, as the case may be, shall be entitled 40 42 to recover from the other reasonable costs and exposes, including attor...
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PARTIES TO LITIGATION. Except as otherwise provided by applicable law, only the Employer, the Plan Administrator, the Plan Administration Committee, and the Trustees shall be necessary parties to any court proceeding involving the Trustees or the Trust Fund. No Participant, or Beneficiary, shall be entitled to any notice of process unless required by applicable law. Any final judgment entered in any proceeding shall be conclusive upon the Employer, the Plan Administrator, the Plan Administration Committee, the Trustees, Participants and Beneficiaries.
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PARTIES TO LITIGATION. Company and Shareholder agree not to assert any Claim of the type described in Section 7.1, above, against the individual officers and directors of Surviving Corporation, Bristol or Purchaser, or any of them, unless (i) such a Claim is based upon good faith allegations, plead with specificity, of intentional misconduct of such officers and directors, or any of them, for any actions taken or omissions made at any time by such officers and directors in their respective capacities, or (ii) it is determined that the such officers and directors, or any of them, are indispensable parties to any lawsuit in which such Claims asserted, or (iii) a court determines on its own motion that such officers and directors, or any of them, are necessary parties to any lawsuit in which such Claim is asserted.
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PARTIES TO LITIGATION. Except as otherwise provided by the Act, only the Company and the Plan Administrator and the Trustee are necessary parties to any court proceeding involving the Trustee or the Trust Fund. No Participant, or Beneficiary, is entitled to any notice of process unless required by the Act. Any final judgment entered in any proceeding will be conclusive upon the Company and the Plan Administrator, the Trustee, Participants and Beneficiaries.
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PARTIES TO LITIGATION. 42 10.7 Professional Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 10.8 Distribution of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 10.9 Distribution Directions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 10.10
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Related to PARTIES TO LITIGATION

  • Alternative to Litigation 13.2.1 The Parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, the Parties agree to use the following Dispute Resolution procedures with respect to any controversy or claim arising out of or relating to this Agreement or its breach.

  • No Litigation Pending There is no action, suit, proceeding or investigation pending or threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement;

  • 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.

  • No Litigation No suit, action, arbitration, or legal, administrative, or other proceeding or governmental investigation is pending or, to Contractor’s knowledge, threatened against or affecting Contractor or Contractor’s business, financial condition, or ability to perform this Agreement, except any suit, action, arbitration, proceeding, or investigation that individually or in the aggregate with others will not or would not have a material adverse affect on Contractor’s business, the validity or enforceability of this Agreement, or Contractor’s ability to perform this Agreement.

  • No Litigation, Etc No suit, action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents or the consummation of the Transaction.

  • Third Party Litigation In the event that a Third Party institutes a patent or other infringement suit against any of NovaDel, PAR or HANA or any of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the Territory, infringes one or more patent or other intellectual property rights held by such Third Party (an “Infringement Suit”), the Parties shall cooperate with one another in defending such suit. PAR, as the NDA holder, shall have the first right to direct and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Product; provided, however, that PAR shall have the right to credit [***] percent ([***]%) of any amounts paid by PAR through judgment or settlement with respect to such country against the royalty payments to be paid by PAR to HANA with respect to the sale of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademark.

  • 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.

  • 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.

  • No Violation, Litigation or Regulatory Action 1. The Company has complied in all material respects with all requirements of any laws or court orders, which are applicable to the business and assets of the Project. 2. There are no lawsuits, claims, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against or affecting the Company in respect of the assets or the business of the Project nor, to the knowledge of the Company, is there any basis for any of the same, and there is no lawsuit, suit or proceeding pending in which the Company is the plaintiff or claimant which relates to the business or assets of the Project. 3. There is no action, suit or proceeding pending or, to the knowledge of the Company, threatened which questions the legality or propriety of the transactions contemplated by this Agreement. 4. There has been no investigation conducted or charges, complaints or actions brought by the State of Illinois or any governmental body within the State of Illinois (including the Federal government) with respect to the Company or its officers and directors. 5. The Company and its officers and directors have not been the subject of any criminal investigations or charges. 6. The Company would not have Placed in Service the Capital Improvements and created or retained the requisite number of New Employees and Retained Employees without the benefits of the Credit. Proof of this shall include, but is not limited to, correspondence, financial plans and prospectuses, internal memoranda and other written documentation demonstrating the Company would not have taken the actions without the award of the Credit.

  • 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 stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, 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.

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