Retained Litigation. The following shall apply with respect to the Retained Litigation:
(a) With respect to the Retained Litigation, the Parties acknowledge and agree that Sellers have an obligation to indemnify each Buyer Indemnified Party and hold it harmless against and in respect of any and all Losses which arise out of the Retained Litigation and that Sellers have exercised their right to assume the entire control of the defense thereof. In connection therewith, the Company has engaged the law firms set forth on Schedule 7.9 to defend the Company with respect to the Retained Litigation, and, except as otherwise agreed by the Company and Equity Seller, such counsel shall continue to represent the Company in that regard. For avoidance of doubt the fees, costs and expenses of such counsel shall be Losses arising from the Retained Litigation and such Losses shall be borne directly by Sellers. To the extent the Company pays any Losses with respect to the Retained Litigation, Sellers shall promptly reimburse the Company for such Losses except to the extent such Losses are paid directly by the applicable insurance carrier. To the extent a potential conflict of interest may exist, the Buyer Indemnified Parties agree to waive that conflict and, if requested by Sellers, to execute a joint representation agreement in which the Buyer Indemnified Parties agree to waive any actual or perceived conflicts of interest. Buyers acknowledge and agree that Sellers shall have the right to direct the defense of the Retained Litigation in accordance with Section 7.3.
(b) In furtherance of, and not in limitation of, the Buyer Indemnified Parties’ obligations under Section 7.3 with respect to the Retained Litigation, Buyers shall cause the Company to cooperate reasonably with the appointed counsel and Sellers in connection with the defense of the Retained Litigation, including without limitation (i) making available all pertinent information as such counsel or Sellers, its representatives or other parties in discovery may reasonably request, and (ii) requiring the reasonable cooperation of the Company’s officers, employees, and other agents, including in providing documentation, affidavits, depositions or other testimony in connection with the Retained Litigation. Sellers acknowledge and agree that any refusal by any Person (other than the Company and its Affiliates) to cooperate with Sellers with regard to the conduct of the defense of the Retained Litigation shall not limit Sellers’ indemnificat...
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) 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.
(b) ...
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.
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.
Retained Litigation. In the Matter of Sunoco, Inc. (R&M) v. DHL Express and Aviation Fuels Corporation—Arbitration, Philadelphia, Pennsylvania [REDACTED]
Retained Litigation. Except for the "Excluded Matter" (hereinafter defined), Seller shall be fully and solely responsible for all of the legal, administrative and/or arbitration proceedings described in Sections 4.10 and/or 4.18 of the Disclosure Schedule (such matters, the "Retained Litigation"). With respect to the Retained Litigation, Seller shall be responsible for providing a defense against all such matters (as if Seller were the party in interest therein) and Seller shall bear all of the costs and expenses of defending against the claims presented in the Retained Litigation and the full amount of any liabilities, losses, damages, judgments or settlements in connection therewith (including, without limitation, court costs and attorney fees), provided, however, that at no expense to Seller, Buyer and ELPC agree to cooperate fully with Seller and its Affiliates with respect to all aspects of the defense of the Retained Litigation. Without the consent of Buyer, Seller will not consent to, enter into, or acquiesce in any settlement, finding, confession of judgment, decree, or similar disposition of any of the Retained Litigation against ELPC, ELPLP, ELPOLP, ENGL and/or ETS or any of their operations which includes any terms other than payment of damages in cash, which payment will be borne entirely by Seller, or which makes any finding which might interfere with or have an adverse effect on the future business or operations of ELPC, ELPLP, ELPOLP, ENGL and/or ETS. As used herein, the "Excluded Matter" (responsibility for which shall be retained by ELPC) is the matter identified in Sections 4.10 and 4.18 of the Disclosure Schedule as State of Illinois ex rel. Ryan, et al. v. Enron Liquids Pxxxxine Company.
Retained Litigation. Keller v. Rapid American Corp., et al.—Circuit Court, Xxxx County, Illinois, Case No. 2009-L-007440. [REDACTED]
Retained Litigation. (a) Purchaser and Seller acknowledge and agree that Seller shall retain all rights to pursue in the name of Georgia Casualty and Association Casualty that certain litigation pending in Case No. 1:06-cv-00954-KS-RHW in the United States District Court for the Southern District of Mississippi, Southern Division (the “Retained Litigation”), including the sole and exclusive right to control the prosecution of the Retained Litigation (including the settlement thereof).
(b) Purchaser and Seller acknowledge and agree that Seller shall be entitled to any and all rewards or proceeds resulting from the Retained Litigation (including from the settlement thereof). Purchaser and Seller acknowledge and agree that Seller shall bear the responsibility for, and shall indemnify Purchaser against, all costs and expenses incurred in connection with Seller’s pursuit of the Retained Litigation, including any liabilities that may arise therefrom.
(c) To the extent requested by Seller, Purchaser agrees to cooperate, and shall cause the Subsidiaries to cooperate, with Seller in its pursuit of the Retained Litigation, including by making available such of its or the Subsidiaries’ employees and officers and books and records that the Seller determines are necessary to pursue the Retained Litigation.
