Prior Litigation Clause Samples

The Prior Litigation clause requires parties to disclose any previous or ongoing legal proceedings that may be relevant to the current agreement. Typically, this involves listing lawsuits, arbitrations, or regulatory actions in which a party has been involved, especially those that could impact their ability to fulfill contractual obligations. By mandating such disclosure, the clause helps ensure transparency and allows the other party to assess potential risks associated with unresolved or past legal issues.
Prior Litigation. Company represents and warrants that for any action, suit, or proceeding that the Company is a party to prior to placing orders with Cypress (“Prior Litigation”), Company shall not (a) assert any claims against Cypress based on or relating to such Prior Litigation, (b) attempt to add Cypress as a party to such Prior Litigation, or (c) seek indemnification from Cypress based on such Prior Litigation.
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Prior Litigation. Prior Litigation" shall mean ▇▇▇▇▇▇.▇▇▇ Inc. vs. Endicia Inc., et al.., Civil Action No. 2:06-cv-07499-ODW-CT (C.D. Cal).
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Prior Litigation. In December of 2010, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) was adjudged guilty of violating 18 U.S.C. § 2423(b), Travel with Intent to Engage in Illicit Sexual Conduct, and was sentenced by the United States District Court for the District of Connecticut to serve 19 years and 7 months in prison. In 2011, a group of former students at Project ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in Cap Haitien, Haiti brought suit in the District of Connecticut against Defendants as well as against ▇▇▇▇▇▇▇ and The Haiti Fund, Inc. alleging that they were victims of Sexual Abuse, as defined below, by ▇▇▇▇▇▇▇ that resulted in personal, mental, and physical injuries to them and alleging that such Sexual Abuse was caused by or related to acts or omissions of the Defendants, as well as of ▇▇▇▇▇▇▇ and The Haiti Fund, Inc. Those actions were consolidated under the lead case captioned ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 3:11-cv-00614-RNC (▇. ▇▇▇▇.). In 2013, a total of 24 claimants, including the plaintiffs in the consolidated ▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇, settled and released their claims against Defendants, and the ▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ were subsequently dismissed.
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Related to Prior Litigation

  • Shareholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • Stockholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • No Other Litigation There shall not be pending any legal proceeding: (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (ii) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiaries, or Target, any damages or other relief that would be material to Acquiror; (iii) seeking to prohibit or limit in any material respect Acquiror’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to any of Target Capital Stock; or (iv) which would affect adversely the right of Acquiror or Target to own the assets or operate the business of Target.

  • No Proceeding or Litigation No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parent, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.

  • 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).