Specified Litigation. As of the date hereof, AHP has provided to Monsanto prior to the execution of this Agreement all information Known to AHP which is relevant and material to an assessment of the liability exposure of AHP and its Subsidiaries with respect to litigation matters disclosed in the AHP SEC Reports or included on the AHP Disclosure Schedule as to which Monsanto has requested such information (the "AHP Specified Litigation Matters"). As of the date hereof, there is no information relating to the AHP Specified Litigation Matters in the possession of AHP, its Subsidiaries or their counsel not heretofore provided to Monsanto which would reasonably be expected to have a Material Adverse Effect on AHP.
Specified Litigation. Manager and its Affiliates shall retain exclusive control over and carry out the Specified Litigation, and CLNC shall, and shall cause its Affiliates (including, from the Closing, AMC Opco, LLC (“AMC Opco”)), and its and their Representatives (x) to use commercially reasonable efforts to cooperate with Manager, its Affiliates and their respective Representatives and undertake promptly any and all actions, and not to take any action except, as directed by Manager, its Affiliates and their respective Representatives in its and their sole discretion in connection with the Specified Litigation, and (y) to provide or make available upon the reasonable request of Manager and its Affiliates (i) any information, documents, books, records and files of CLNC and its Affiliates (including AMC Opco) and (ii) employees of CLNC and its Affiliates, in each case as reasonably necessary for CLNY and its Affiliates to conduct the Specified Litigation as it determines in its sole discretion. CLNC may not, and shall cause its Affiliates (including AMC Opco) not to, pay, settle, compromise or discharge the Specified Litigation without the prior written consent of Manager. Manager may in its sole discretion, and CLNC shall cause AMC Opco at Manager’s request to, pay, settle, compromise or discharge the Specified Litigation so long as such settlement (i) does not subject AMC Opco to any injunctive relief or other equitable remedy (other than in connection with customary confidentiality obligations under any settlement agreement), or subject AMC Opco to any liability in respect of claims relating to the Specified Litigation, and (ii) does not include a statement or admission of fault, culpability, or failure to act by or on behalf of AMC Opco.
Specified Litigation. Without limiting Section 5.10, following the Closing Date, Seller shall have exclusive authority and control over the investigation, prosecution, defense and appeal of all Actions relating to or arising in connection with the Excluded Businesses, the Excluded Assets or the Retained Liabilities (each, a “Seller Action”), and may settle or compromise, or consent to the entry of any judgment with respect to any such Action without the consent of Buyer; provided, however, that if both Seller (or a Retained Subsidiary) and Buyer (or any of its Subsidiaries, including any Transferred FH Company or its Closing Subsidiaries) are named as parties to any Seller Action (a “Joint Action”), Seller shall not settle such Joint Action without the written consent of Buyer (not to be unreasonably withheld) unless such settlement releases Buyer (or such of its Subsidiaries named as parties) from all Liabilities in connection with such Joint Action and provides relief consisting solely of money damages borne by Seller (or a Retained Subsidiary), and provided further that, to the extent this Section 5.22 conflicts with Section 7.3 (with respect to Tax Audits), Section 7.3 shall govern.
Specified Litigation. Any and all Liabilities (including Disputed Specified Litigation Cure Claims but excluding Undisputed Specified Litigation Cure Claims) relating to or arising out of the Specified Litigation; and
Specified Litigation. (a) From the date hereof to the Closing Date, AHP shall promptly advise Monsanto of all developments, and provide Monsanto all additional information not otherwise provided pursuant to Section 3.1(q), Known to AHP from time to time which is relevant and material to an assessment of the liability exposure of AHP and its Subsidiaries with respect to the AHP Specified Litigation Matters.
Specified Litigation. (a) Unless the Litigation Resolution Date (as defined in Section 7.1(c)) has occurred, no adverse development or event shall have occurred with respect to the Specified Litigation, and no adverse circumstance relating to the Specified Litigation shall exist or shall have been discovered by Acquiror, that would reasonably be expected to have a significant impact on the outcome of or the Company’s potential exposure in the Specified Litigation, on the nature or scope of any remedy to be awarded in the Specified Litigation, on the cost of defending the Specified Litigation, on the timing of the resolution of the Specified Litigation or on the prospects for settling the Specified Litigation.
Specified Litigation. A final decision shall have been issued in any arbitration proceeding commenced for the purpose of determining the Lump Sum Equivalent Amount of any settlement entered into by the Company in connection with the Specified Litigation that is not a Lump Sum Settlement, or any Final Judgment entered by the court in connection with the Specified Litigation that is not a Lump Sum Judgment.
Specified Litigation. Without limiting Section 5.10, following the Closing Date, DuPont shall have exclusive authority and control over the investigation, prosecution, defense and appeal of all then pending or threatened Actions primarily relating to or arising in connection with the Excluded Businesses, the Excluded Assets or the Retained Liabilities, including Actions involving the matters set forth on Section A(23) of the Seller’s Disclosure Schedule (each, a “DuPont Action”), and, to the extent DuPont acknowledges in writing that any Action is a Retained Liability, may settle or compromise, or consent to the entry of any judgment with respect to any such Action without the consent of Buyer; provided, however, that if both DuPont (or a Retained Subsidiary) and Buyer (or any of its Subsidiaries, including any DPC Company or its Subsidiaries) are named as parties to any DuPont Action (a “Joint Action”), DuPont shall not settle such Joint Action without the written consent of Buyer (not to be unreasonably withheld) unless such settlement releases Buyer (or such of its Subsidiaries named as parties) in connection with such Joint Action and provides relief consisting solely of money damages borne by DuPont (or a Retained Subsidiary) or other relief which does not have any material impact on the Transferred DPC Companies and their Subsidiaries, taken as a whole. Without DuPont’s prior written consent, Buyer and its Affiliates shall not communicate regarding any DuPont Action with any third party or make any public statement about any DuPont Action, in each case except as required by Law, the rules of any stock exchange or any Governmental Authority (subject to first consulting with, and considering in good faith the views of, DuPont to the extent legally permissible). Notwithstanding the foregoing, the provisions of Article VI shall govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with this Section 5.26.
Specified Litigation. Without limiting Section 5.10, following the Closing Date, DuPont shall have exclusive authority and control over the investigation, prosecution, defense and appeal of all then pending or threatened Actions primarily relating to or arising in connection with the Excluded Businesses, the Excluded Assets or the Retained Liabilities, including Actions involving the matters set forth on Section A(23) of the Seller's Disclosure Schedule (each, a "DuPont Action"), and, to the extent DuPont acknowledges in writing that any Action is a Retained Liability, may settle or compromise, or consent to the entry of any judgment with respect to any such Action without the consent of Buyer; provided, however, that if both DuPont (or a Retained Subsidiary) and Buyer (or any of its Subsidiaries, including any DPC Company or its Subsidiaries) are named as parties to any DuPont Action (a
Specified Litigation. In the event a Parent Covered Party has a claim for Losses arising under Section 8.2(a)(iii), including arising out of an Acquired Company’s obligation to make any payments to the adverse parties in the Specified Litigation as part of a Final Settlement or the incurrence of legal or other fees and expenses in connection with the ongoing defense of the Specified Litigation, Parent shall notify the Stockholder Representative of the amount of such claim, and Parent and the Stockholder Representative shall provide joint written notice to the Escrow Agent to promptly release such payment from the Litigation Escrow Account to Parent. Parent shall control the defense of the Specified Litigation and upon the request of the Stockholder Representative, Parent shall keep the Stockholder Representative reasonably informed of the status of the Specified Litigation and any potential Final Settlement thereof. “Final Settlement” means either (i) a settlement of the Specified Litigation pursuant to a duly executed settlement agreement or (ii) the Specified Litigation becomes subject to a final and non-appealable Governmental Order issued by a court or Governmental Entity of competent jurisdiction.
