Retained Proceedings Clause Samples

Retained Proceedings. Seller shall have sole authority with regard to Retained Proceedings; provided, however, Seller shall keep Buyer apprised of the status of such matters.
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Retained Proceedings. With respect to the Retained Proceedings: (a) Defense by Sellers. Sellers shall be obligated to control the defense of each Retained Proceeding, including the determination of all appropriate actions, the negotiation of settlements on behalf of the Indemnified Purchaser Party, and the conduct of any related Proceedings through attorneys of Sellers’ choice; provided, however, where any Retained Proceeding consists of a civil, criminal, or regulatory proceeding, action, indictment or investigation against an Indemnified Purchaser Party by any Governmental Authority or seeks recovery other than monetary damages, the Indemnified Purchaser Party, at its option, shall have the right to control the defense and Proceedings. Sellers’ control of the defense of any Retained Proceeding shall be subject to the following: (i) Sellers shall conduct such defense in a diligent manner at the sole cost and expense of Sellers and it shall have no right to later seek recoupment of any portion of its defense costs from the Indemnified Purchaser Party under any circumstances; (ii) the Indemnified Purchaser Party shall make available to Sellers all non-privileged documents and materials in the possession or control of the Indemnified Purchaser Party relating to such Retained Proceeding and provide such other information and assistance that Sellers shall reasonably deem necessary to the proper defense of such Retained Proceeding; (iii) Sellers shall keep the Indemnified Purchaser Party informed of all material developments and events relating to the defense of such Retained Proceeding, and provide copies of any materials disclosed to the claimant or plaintiff in connection with the defense of such Retained Proceeding; (iv) Sellers may not enter into a settlement of any Retained Proceeding without the written consent of the Indemnified Purchaser Party unless such settlement provides the Indemnified Purchaser Party with a full release from such Retained Proceeding and requires no more than a monetary payment for which the Indemnified Purchaser Party is fully indemnified; and (v) the Indemnified Purchaser Party shall be entitled, at its own expense, to participate in the defense of such Retained Proceeding.
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Related to Retained Proceedings

  • Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting any Group Member that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or that involve this Agreement or the Transactions.

  • Suits and Proceedings To Seller’s Knowledge, except as listed in Exhibit H, there are no legal actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which (i) are not adequately covered by existing insurance and (ii) if adversely determined, would materially and adversely affect the value of the Property, the continued operations thereof, or Seller’s ability to consummate the transactions contemplated hereby.

  • Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.

  • Litigation and Proceedings There are no actions, suits, -------------------------- proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.

  • Other Proceedings If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), shall take one or more of the following actions: (i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Law; (A) direct the Guarantors to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action); (iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or (iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Notes of a proposed sale of Collateral.