Common use of Pre-Closing Litigation Clause in Contracts

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. Without limiting any other provision in this Agreement and subject to Section 6.7 in the case of Ordinary Course Customer ClaimsAgreement, the Parties agree that (i) each Party shall remain responsible for, and control, all litigation with respect to its Contributed Business and Contributing Subsidiaries pending or threatened in writing prior to the Closing, including, without limitation, including any Claims pending or threatened in writing by each a Party as plaintiff relating to its Contributed Business and Contributing Subsidiaries (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 Entitiesof either Company, which shall be treated as Indemnitees an Indemnitee for purposes of Article 6 VI 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 Consent of the such Company (which consent will Consent shall not be unreasonably withheld or delayedwithheld) 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 applicable Company).

Pre-Closing Litigation. Without limiting any other provision in this Agreement Agreement, and subject to Section 6.7 in for purposes of clarifying the case of Ordinary Course Customer ClaimsParties' intent only, 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 immediately prior to the Closing, including, including without limitation, 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 judgement or settlement), and (ii) no Pre-Closing Litigation such litigation shall be contributed to, or be the responsibility of, the Company Entities, which shall be treated as Indemnitees for purposes of Article 6 7 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 shall 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), and (iii) such litigation shall be administered by the current counsel appointed with respect thereto (including in-house counsel, whose allocated costs shall be borne by such Party and not passed through to any Company Entity) in accordance with the current procedures applicable thereto, but subject to the procedures and limitations reflected in Sections 7.6(c) through (f).