Pre-Closing Litigation. Without limiting any other provision in this Agreement and subject to Section 6.7 in the case of Ordinary Course Customer Claims, the Parties agree that (i) each Party shall remain responsible for, and control, all litigation with respect to its Contributed Business pending or threatened in writing prior to the Closing, including, without limitation, any Claims pending or threatened in writing by each Party as plaintiff relating to its Contributed Business (the “Pre-Closing Litigation”) (which Claims such Party shall continue to prosecute and shall use good faith efforts to obtain a favorable judgment or settlement), and (ii) no Pre-Closing Litigation shall be contributed to, or be the responsibility of, the Company Entities, which shall be treated as Indemnitees for purposes of Article 6 with respect to all such litigation (it being understood that any settlement of any Claim being pursued as plaintiff will not be settled without the consent of the Company (which consent will not be unreasonably withheld or delayed) if such settlement would impair the value of any Contributed Asset in any respect and any proceeds of any such settlement with respect to any Contributed Asset shall be paid over to the Company).
Pre-Closing Litigation. (a) After the Closing, Seller and Buyer shall equally share the cost of and Damages with respect to any action, suit, proceeding, dispute, claim or investigation arising out of or related to the operations of the Analytical Instruments Business which is filed or commenced at any time after the date of this Agreement and prior to the Closing against Seller or any of its Affiliates or which is set forth in Section 9.6 of the Seller Schedule ("PRE-CLOSING LITIGATION"); PROVIDED that in no event shall Buyer=s obligations pursuant to this Section 9.6(a) exceed $4 million in the aggregate; and PROVIDED FURTHER that in no event shall Buyer=s obligations with respect to Damages (other than attorneys fees and costs of defense which shall in no way be limited except as set forth in the preceding proviso) with respect to item 3 of Section 9.6 of the Seller Schedule exceed $1 million.
Pre-Closing Litigation. With respect to the Pre-Closing Litigation, (i) Seller shall be entitled to assume the defense of, or otherwise contest, such matter with counsel selected by Seller, and Buyer shall be entitled to participate in such defense or contest at its own expense; (ii) the parties shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims with the interests of both Buyer and Seller in mind, and (iii) the parties shall cooperate in any such defense, given each other reasonable access to all information relevant thereto and use commercially reasonable efforts to make employees and other representatives available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith. In addition, Seller shall not be obligated to indemnify Buyer for any settlement of a Pre-Closing Litigation matter entered into without Seller's prior written consent, which consent shall not be unreasonably withheld or delayed.
Pre-Closing Litigation. Seller agrees to indemnify, defend and hold harmless Buyer from any Pre-Closing Litigation. The provisions of this Section 16.20 shall survive Closing or earlier termination of this Agreement indefinitely.
Pre-Closing Litigation. During the Pre-Closing Period, in the event that any litigation related to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby is (a) brought, or, to the knowledge of SEAC, threatened in writing, against SEAC or the SEAC Board by any of SEAC’s stockholders prior to the Closing, or (b) brought, or, to the knowledge of the Company, threatened in writing, against any of the Target Companies or the NewCo Board or the board of directors of the Company by any Company or NewCo stockholder prior to the Closing, SEAC, or the Company, as applicable, shall promptly notify the Company or SEAC, as applicable, of any such litigation and keep the other Party reasonably informed with respect to the status thereof. Each of SEAC or the Company shall provide the other Party the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such litigation, shall give due consideration to the other Party’s advice with respect to such litigation and shall not settle any such litigation without prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed; provided, that it shall be deemed to be reasonable to withhold, condition or delay such consent if any such settlement (i) does not provide for a legally binding, full, unconditional and irrevocable release of the other Party or any of its respective Affiliates and representatives that are the subject of such litigation, (ii) provides for (A) the payment of cash any portion of which is payable by the other Party or any of its Affiliates or representatives thereof or would constitute liability that would be accrued on a balance sheet in accordance with IFRS or U.S. GAAP, as applicable, whether or not such liabilities are due and payable as of such time or (B) any non-monetary, injunctive, equitable or similar relief against the other Party or any of its Affiliates or representatives thereof or (iii) contains an admission of wrongdoing or liability by the other Party or any of its Affiliates or representatives thereof.
