Retained Litigation Matters Sample Clauses

Retained Litigation Matters. Prior to the Closing, HDOC will cause the Companies to transfer and assign (for no consideration) to HDOC or any Affiliate (other than the Companies) selected by HDOC all right, title and interest of any or all of the Companies in and to the Retained Litigation Matters, and HDOC will assume, or will cause such Affiliate to assume, all liabilities in respect of such Retained Litigation Matters.
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Retained Litigation Matters. Notwithstanding anything in this Agreement to the contrary, Seller shall retain liability for, and shall be entitled to any recoveries in connection with, and shall indemnify and hold Buyer and the Company harmless from, any loss, damage and expense relating to the litigation matters listed as items 2, 4, 5, 6, 7, 8, 10, 11, 12, 13, 16, 18, and 20 on Section 6.15 (Litigation) of the Disclosure Schedule (collectively, the "Retained Litigation Matters"). Buyer shall retain liability for, and shall indemnify and hold Seller harmless from, any loss, damage and expense relating to all other litigation matters set forth on Section 6.15 (Litigation) of the Disclosure Schedule. If the litigation described in item 22 on Section 6.15 of the Disclosure Schedule is an insured matter or relates to a store location (whether owned or leased) closed by the Company prior to the date hereof, then such item 22 shall be included as a Retained Litigation Matter.
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Retained Litigation Matters. Notwithstanding anything to the contrary in this Agreement, with respect to any claim for indemnification by any Purchaser Indemnified Party with respect to any Covered Losses arising out of, or relating to, any Retained Litigation Matter, (i) Seller shall only be required to indemnify, defend and hold harmless any such Purchaser Indemnified Party for 50% of such Covered Losses until the aggregate amount of such Covered Losses (either individually or together with the aggregate amount of Covered Losses arising out of, or relating to, any other Retained Litigation Matter identified on Section 10.8 of the Seller Disclosure Schedules as being subject to the same maximum amount) exceeds the maximum amount set forth on Section 10.8 of the Seller Disclosure Schedules with respect to such Retained Litigation Matter(s) (such applicable maximum amount with respect to any Retained Litigation Matter(s), the “Retained Litigation Sharing Cap”) and (ii) to the extent that the aggregate amount of any such Covered Losses (either individually or together with the aggregate amount of Covered Losses arising out of, or relating to, any such other applicable Retained Litigation Matter) exceeds the applicable Retained Litigation Sharing Cap, Seller shall be required to indemnify, defend and hold harmless any such Purchaser Indemnified Party for 100% of any such Covered Losses in excess of the applicable Retained Litigation Sharing Cap in accordance with this Article X.
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Retained Litigation Matters. The following pertains to the Retained Litigation Matters identified in subpart(a) of Schedule 3.6.
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Related to Retained Litigation Matters

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • 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.

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.

  • Union Matters An accurate list and description (in all material respects) of union contracts and collective bargaining agreements of Target, if any (Annex QQ).

  • INDEMNIFICATION, LITIGATION The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

  • Certain Litigation The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder of the Company relating to the Offer, the Merger, this Agreement, or the Shareholder Agreement, without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.

  • 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).

  • Privileged Matters (a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Parent Group and the SpinCo Group, and that each of the members of the Parent Group and the SpinCo Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the Parent Group or the SpinCo Group, as the case may be. In furtherance of the foregoing, each Party shall authorize the delivery to and/or retention by the other Party of materials existing as of the Effective Time that are necessary for such other Party to perform such services.

  • FCC Matters Except for the filing of tariffs with the FCC, ----------- each Loan Party has duly and timely filed all filings which are required to be filed by it under the Communications Act, the failure to file which could reasonably be expected to have a Material Adverse Effect and is in all material respects in compliance with the Communications Act, including the rules and regulations of the FCC applicable to it, the failure to be in compliance with which could reasonably be expected to have a Material Adverse Effect. No failure to pay any Indebtedness owing to the FCC in respect of any C-Block FCC License has occurred, except in accordance with the orders, rules and regulations of the FCC.

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