Retained Litigation. (a) From and after the Closing, Seller shall indemnify and hold the Buyer Indemnified Parties harmless from and against any costs or expenses (except internal administrative expenses, including employee salaries) of the Acquired Companies or Related Consolidated Entities incurred to defend or settle the Retained Litigation, or satisfy any judgment against Buyer or its Affiliates in connection therewith; provided, that: (i) Seller shall, subject to Section 5.13(b), retain sole control over the defense or settlement of the Retained Litigation; (ii) Buyer, on behalf of itself and its Affiliates (A) agrees that it shall not take, and shall cause its Affiliates not to take, any action without Seller’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) to obtain indemnification for the Retained Litigation from another source, and (B) shall pay to Seller any proceeds Buyer or its Affiliates, including the Acquired Companies or Related Consolidated Entities, may receive as indemnification for any Retained Litigation from another source (provided that Seller has otherwise indemnified and held harmless the Buyer Indemnified Parties as contemplated by this Section 5.13(a)) and (iii) Buyer and its Affiliates shall provide Seller with reasonable cooperation in the defense, investigation, or settlement of the Retained Litigation, including, using commercially reasonable efforts in providing data, testimony or documents at Seller’s reasonable request and expense (not including Buyer’s internal administrative expenses, including employee salaries). For the avoidance of doubt and notwithstanding anything contained herein to the contrary, all rights with respect to the Indemnification Assets and any corresponding direct claims against the former direct and indirect owners of the Business shall remain the rights of Seller and its Affiliates and shall not be affected in any manner by this Agreement. Prior to the Closing, the Parties hereby agree to enter into a joint defense agreement in a form reasonably satisfactory to the Parties. Seller shall use commercially reasonable efforts to avoid Buyer’s production of confidential information without a protective order.
Retained Litigation. It is understood and agreed that (i) effective at Closing, the Company and its Subsidiaries shall assign to Seller or an Affiliate designated by Seller all of their rights with respect to the Retained Litigation and (ii) at and after the Closing, Buyer shall cause the Company and its Subsidiaries to execute such additional written assignments or other agreements as Seller shall reasonably request to implement or evidence the assignment of the Retained Litigation. Without limiting the generality of the foregoing, it is understood and agreed that Seller (i) at its expense, shall control the pursuit and defense of any and all Retained Litigation and shall be entitled to pursue and control the prosecution and defense of any such Retained Litigation and (ii) shall be entitled to all proceeds, awards, judgments and settlements in respect of, and shall be responsible for all Damages arising out of, any Retained Litigation.
Retained Litigation. (a) The Buyer shall, and shall procure that, following the Closing, the Companies shall take such actions as the Seller may reasonably request to avoid, dispute, deny, defend, resist, appeal, compromise or contest (including making counterclaims or other claims against third parties) all or any proceedings which comprise the Retained Litigation, subject to the Buyer being paid all reasonable costs and expenses incurred by it and the Companies in complying with the Seller’s request; and provided, that the Buyer and the Companies shall not be required to agree to incur any liabilities, obligations or restrictions which restrict or impair the operation of the Business. The Buyer shall ensure that no admissions in relation to Retained Litigation shall be made by or on behalf of any Company, and no part of the Retained Litigation shall be compromised, disposed of or settled without the prior written consent of the Seller.
Retained Litigation. (a) Notwithstanding anything to the contrary in this Agreement, the Company shall, at its own expense, or at the expense of its insurers or indemnitors, and with counsel selected by the Company or its insurers in their sole discretion (“Company Counsel”), have the right to continue to direct, prosecute and defend the Retained Litigation in its sole discretion. After the Closing, the Acquiror shall, and shall cause its Affiliates and its Affiliates’ Representatives to, in each case at the Company’s sole cost and expense, reasonably cooperate with the Company in connection with the prosecution and defense by the Company of the Retained Litigation, including by (i) making Business personnel reasonably available for interviews, consultations, preparation, meetings, depositions, trial testimonies or pre-testimony preparation, physically (in each case only to the extent in or around Tulsa, Oklahoma, except in the event of an actual trial located elsewhere) or telephonically, in each case, as the Company or Company Counsel shall request in writing with as much advance notice as practicable given the applicable circumstances (provided, that, to the extent such Business personnel are made available to the Company pursuant to this clause (i), they shall be deemed to be consultants of the Company in connection with any such assistance so provided), and (ii) providing the Company and Company Counsel access to, such information, documents and records as shall be necessary for the prosecution and defense of the Retained Litigation (in each case only to the extent the Company or Company Counsel do not have access to such information, documents and records following the Closing), and the Acquiror shall retain such information, documents and records upon the Company’s or Company Counsel’s written request. The Company shall use its reasonable best efforts to schedule any such activity in a manner that is the least inconvenient for the Acquiror and its personnel and nothing in this Agreement shall require the Acquiror or any of its Affiliates (including the Business) to file any claims or other court papers or actively initiate any claim for Losses relating to the Retained Litigation against any Person. In the event of any deposition, testimony or other similar proceedings involving the Acquiror or its Affiliates or their respective Representatives, the Acquiror shall be permitted to participate therein with one counsel of its own at the Company’s sole cost and expense.
Retained Litigation. The following shall apply with respect to the Retained Litigation:
Retained Litigation. After the Closing, the Sellers shall assume the defense of the Proceedings set forth on Schedule5.11 (the “Retained Litigation”). The Buyer agrees to use its commercially reasonable efforts to reasonably cooperate, and to cause its Affiliates, employees, accountants, counsel and other representatives to reasonably cooperate, with the Sellers, its Affiliates, employees, accountants, counsel and other representatives in connection with the Sellers’ defense of the Retained Litigation.
Retained Litigation. Buyer and the Sellers acknowledge and agree that the U.S. Conveyed Entity shall retain from and after Closing all rights to pursue in the name of the U.S. Conveyed Entity that certain litigation pending in Case No. 2009-CV-1141 in the Eighteenth Judicial District Court, Sedgwick County, Kansas, Civil Department (the “Retained Litigation”), including the sole and exclusive right to control the prosecution of the Retained Litigation. Sellers shall cause the U.S. Conveyed Entity to prosecute the Retained Litigation prior to Closing in good faith and shall not take any material action or any material position with respect thereto without the prior written consent of Buyer, such consent not to be unreasonably withheld. Section 5.20
Retained Litigation. Notwithstanding anything contained in this Agreement to the contrary, the parties hereto agree that Seller, at its cost and expense, shall retain, and shall have the sole right to control, all claims and causes of action which have been asserted or may be asserted in the future by or on behalf of the Acquired Companies in the following captioned lawsuits and/or any other lawsuits which may be filed in the future with respect to the subject matter of such captioned lawsuits (hereinafter collectively referred to as the "Retained Litigation"):
Retained Litigation. 32 SEC................................................33 Seller..............................................1
Retained Litigation. KRI shall retain all liability --------------------- associated with, and responsibility for the defense of and the costs thereof, the Pi Energy Corporation litigation described in Note 6 of the Notes to the KRE Financial Statements as of December 31, 1998, and any other litigation or threatened litigation set forth on Schedule 3.2(f) hereto (the "Retained Litigation"). Notwithstanding the foregoing, St. Xxxx shall be obligated to use its commercially reasonable efforts to cooperate with KRI in connection with the defense of the Retained Litigation, including, without limitation, providing KRI access to St. Mary's documents and/or employees, which obligation shall survive the Closing.
