Pre-Closing Litigation Sample Clauses

The Pre-Closing Litigation clause addresses how ongoing or potential legal disputes involving the target company are managed before the closing of a transaction. It typically outlines the parties' rights and responsibilities regarding the conduct, settlement, or disclosure of such litigation, and may require the seller to notify the buyer of any new or existing claims. This clause ensures that the buyer is fully informed of legal risks prior to finalizing the deal, thereby allocating risk and preventing surprises that could affect the transaction's value or terms.
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).
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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. (b) Seller and Buyer shall cooperate and take all reasonable actions to eliminate and minimize any Damages relating to any Shared Litigation. Seller shall have the right to defend the Pre-Closing Litigation by appropriate proceedings and shall have the sole power to direct and control such defense (except for item 3 of Section 9.6 of the Seller Schedule, which Buyer shall have sole power to direct and control) subject to cost-sharing pursuant to Section 9.6 (a) hereof ("SHARED LITIGATION"); PROVIDED that in no event shall Seller (or Buyer, as the case may be) settle, compromise or offer to settle or compromise any Shared Litigation without the prior written consent of Buyer (or Seller, as the case may be) to all terms of such settlement or compromise; and PROVIDED FURTHER that Buyer shall have the right to defend against any Pre-Closing Litigation if Seller declines or fails to do so in a timely manner. Notwithstanding any provision of this Agreement to the contrary, Seller shall have no obligation to perform or provide indemnification for any Shared Litigation. Buyer shall receive one-half of any proceeds received by Seller in the final resolution after exhaustion of available appeals of item 3 of Section 9.6 of the Seller Schedule, up to a total payment to Buyer of $1 million. Buyer shall allow Seller access to employees and records of the Analytical Instruments Business relating to Shared Litigation.
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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.
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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.
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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.
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Related to Pre-Closing 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.

  • Pre-Closing Actions As promptly as practicable, each Warrantor shall: (a) use best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated under the Transaction Documents; (b) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such Warrantor pursuant to Law in connection with the Transaction Documents and the issuance of the Subscription Shares pursuant hereto and the consummation of the other transactions contemplated under the Transaction Documents; (c) use reasonable best efforts to obtain, or cause to be obtained, all consents (including any consents required under any Contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to the Transaction Documents; and (d) coordinate and cooperate with the other Parties in exchanging such information and supplying such assistance as may be reasonably requested by the other Parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to the Transaction Documents.

  • Transaction Litigation In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed, or conditioned).

  • Certain Litigation Matters The Owner Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.

  • 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.