Pending Disputes. Notwithstanding any provision of this Article 14 to the contrary, either Party may commence litigation within thirty (30) Days prior to the date after which the commencement of litigation could be barred by any applicable statute of limitations or other law, rule, regulation, or order of similar import or in order to request injunctive or other equitable relief in connection with any bankruptcy or insolvency proceeding or otherwise necessary to prevent irreparable harm. In such event, the Parties shall (except as may be prohibited by judicial order) nevertheless continue to follow the procedures set forth herein. While any disputes under this Contract are pending, including the commencement and pendency of any of the dispute resolution procedures set forth in this Article 14, the Parties shall abide by all their obligations under this Contract without prejudice to a final determination in accordance with the foregoing provisions of this Article 14.
Pending Disputes. Notwithstanding the pendency of any disagreement or Root Cause Analysis as to the cause of a defect, malfunction, or difficulty, Contractor shall take prompt and reasonable steps to correct such defect, malfunction, or difficulty at its sole cost.
Pending Disputes. Unless otherwise directed by the County, and notwithstanding the pendency of any disagreement or Root Cause Analysis as to the cause of a defect, malfunction, or difficulty, Riskonnect shall take prompt and reasonable steps to correct such defect, malfunction, or difficulty at its sole cost.
Pending Disputes. To the best of Builder's knowledge, there are not any pending disputes concerning the Homes, or concerning the obligations or rights of Builder or other persons in and to the Homes.
Pending Disputes. Unless otherwise directed by the County, and notwithstanding the pendency of any Disagreement or Root Cause Analysis as to the cause of a defect, malfunction, or difficulty, Vendor shall, take prompt and reasonable steps to correct such defect, malfunction, or difficulty at its sole cost, subject to Section 4.10.1 of the Agreement.
Pending Disputes. Unless otherwise directed by the Client, and notwithstanding the pendency of any Disagreement or Root Cause Analysis as to the cause of a defect, malfunction, or difficulty, Vendor shall take prompt and reasonable steps to correct such defect, malfunction, or difficulty at its sole cost.
Pending Disputes. Notwithstanding anything in Section 5(a) to the contrary, if the Escrow Agent has received the Release Instructions and any Claims for Indemnification are pending as of any Scheduled Release Date, then (i) the number of Alpha Shares and Cash Deposit, if any, scheduled to be disbursed to the Xxxxxxxxxx Parties under Section 5(a) shall be reduced (in the proportion that each bears to the total Escrow Amount) by an amount necessary to retain in the Escrow Account a whole number of Alpha Shares, as determined by Alpha Parties and the Sellers Representative in writing to Escrow Agent, (rounded up or down to the nearest whole Alpha Share), which when multiplied by the Closing Price as of the Scheduled Release Date, and added to the remaining Cash Deposit, if any, equals the amount of such pending Claims for Indemnification; (ii) the remaining balance of the Alpha Shares and Cash Deposit, if any, scheduled to be disbursed to the Xxxxxxxxxx Parties after such retention, if any, will be so disbursed by Escrow Agent (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement); and (iii) as each such Claim for Indemnification is resolved by a Final Determination, any amount of Alpha Shares and Cash Deposit, if any, scheduled to be disbursed that was retained in the Escrow Account with respect to such Claim for Indemnification shall, after such resolution, be disbursed by Escrow Agent to the Xxxxxxxxxx Parties, after any disbursement to the Alpha Parties resulting from the Final Determination (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement). The Alpha Parties and the Xxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this Section 5 within five Business Days of the date of such Final Determination and Escrow Agent shall disburse any amounts required under this Section 5 within five Business Days of receipt of such joint written instructions.
Pending Disputes. Except as listed on SCHEDULE 11.4, from and after the Closing Date, Purchaser shall have complete control over the payment, settlement or other disposition of, or any dispute involving, any customer of the Business and any Asset, obligation or liability of Seller acquired or assumed by Purchaser pursuant hereto, and Purchaser shall have the right to conduct and control all negotiations and proceedings with respect thereto upon disclosing to and consulting with Seller. Seller shall notify Purchaser immediately of any claim made with respect to any such customer, asset, obligation or liability and shall not, except with the prior written consent of Purchaser, make any payment of, or settle or offer to settle, or consent to any compromise with respect to, any such obligation or liability. Seller shall cooperate with Purchaser in any reasonable manner requested by Purchaser in connection with any negotiations or proceedings involving any such obligation or liability.
Pending Disputes. Unless otherwise directed by the Commonwealth, and notwithstanding the pendency of any dispute or Root Cause Analysis as to the cause of a defect, malfunction, or difficulty, Vendor shall take prompt and reasonable steps to correct such defect, malfunction, or difficulty. To the extent that it is determined, based on the results of the Root Cause Analysis, that Vendor or Vendor’s Subcontractors, or any products or services furnished by Vendor, were responsible for such defect, malfunction, or other difficulty, such correction will be at Vendor’s cost. To the extent that it is determined, based on the results of the Root Cause Analysis, that any party or parties other than Vendor or Vendor’s Subcontractors were responsible for such defect, malfunction, or other difficulty, such correction will be at the Commonwealth’s cost, and the Commonwealth and Vendor shall, within thirty (30) days, negotiate in good faith a fair amount to be paid to Vendor for Vendor’s corrective activities.
Pending Disputes. (a) At Seller’s sole cost and expense, from the date hereof through the three-year anniversary of the Closing Date (the “Resolution Period”), Seller shall use its reasonable best efforts to (i) settle the Actions set forth in Section 5.26 of the Seller Disclosure Schedule (the “Pending Disputes”), on commercially reasonable terms and, to the extent applicable, in connection therewith use its commercially reasonable efforts to have any Designated Interests held by a party to a Pending Dispute transferred to a designee of Buyer in connection with any such settlement; provided that (A) Seller shall consult with Buyer from time to time with respect to any settlement agreement, compromise or offer to settle or compromise proposed during the Resolution Period with respect to any Pending Dispute and shall reasonably consider and take into account any suggestions made by Buyer or any of its Representatives in regards to such settlement agreement, compromise or offer to settle or compromise, and (B) Seller shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Pending Dispute on a basis that (I) would result in (y) the imposition of a consent order, injunction or decree that would materially restrict the future activity or conduct of Buyer, the Company or any of the Company’s Subsidiaries or (z) a finding or admission of a violation of Law or violation of the rights of any Person by the Company or any of its Subsidiaries or (II) the offer to settle or compromise does not include as an unconditional term thereof the provision of a release, in customary form, from all liability with respect to such Pending Dispute by the applicable claimant or plaintiff to each of the Company and its Subsidiaries, or (ii) otherwise obtain a Final Determination with respect to the Pending Disputes during the Resolution Period (it being understood and agreed that, subject to Section 5.26(c), any amounts owed pursuant to any such binding settlement agreement entered into or otherwise subject to a Final Determination made during the Resolution Period shall be paid by or on behalf of Seller and any amounts owed by a party to a Pending Dispute (other than Seller) shall be for the account of Seller). As soon as practicable following the Closing, Seller shall set aside, in a separate bank account, a reasonable estimate of the costs and expenses and amounts expect...
