Third Party Legal Proceedings Sample Clauses

Third Party Legal Proceedings. The Company will have complete authority and discretion to determine all matters related solely to claims appeals. Plan Sponsor shall be responsible for the defense of any legal action brought by a third party related to the Plan. Nothing herein shall require the Plan Sponsor to defend the Company in any action in which the Company is a named party. Nothing herein shall require the Company to defend the Plan Sponsor. The Company and the Plan Sponsor shall cooperate in defense of any legal proceeding. Each Party will furnish the other and its legal counsel with all pertinent information regarding the proceeding.
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Third Party Legal Proceedings. As stated in the provisions of Section 2 regarding claims appeals, the Company is delegated certain authority and discretion related to claim determination and claims appeals. Client shall be responsible for its own defense of any legal action brought by a third party related to the Plan. Nothing herein shall require the Client to defend the Company in an action in which the Company is a named party. Nothing herein shall require the Company to defend the Client. The Company and the Client shall cooperate in the defense of any legal proceeding and each Party will furnish the other and its legal counsel all pertinent information regarding the proceeding.
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Third Party Legal Proceedings. Executive agrees to cooperate, at reasonable times and on reasonable notice, with the Company in the truthful and honest prosecution or defense of any claim in which the Released Parties may have an interest (subject to reasonable limitations concerning time and place), which may include without limitation making himself available to participate in any proceeding involving any of the Released Parties, allowing himself to be interviewed by representatives of the Company, appearing for depositions and testimony without requiring a subpoena, and producing and providing any documents or names of other persons with relevant information.
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Third Party Legal Proceedings. As stated in the provisions of Section 2 regarding Vision Benefit Appeals, the Company is delegated certain authority and discretion related to claim determinations and claim appeals. Client shall be responsible for its own defense of any legal action brought by a third party related to the Plan. Nothing herein shall require the Client to defend the Company in an action in which the Company is a named party. Nothing herein shall require the Company to defend the Client. The Company and the Client shall cooperate in the defense of any legal proceeding and each Party will furnish the other and its legal counsel all pertinent information regarding the proceeding.
Sample 1
Third Party Legal Proceedings. In the event that Quintiles or any of its affiliates, and its and their employees or agents is served with or becomes subject to any subpoena, order, judgment, discovery, proceeding, enforcement or other legal process (each, a “Legal Proceeding”) and, which Legal Proceeding seeks from Quintiles disclosure of any documents or information related to the Services, then Sponsor shall bear and/or reimburse Quintiles for all reasonable third party fees, costs and expenses including reasonable attorneys’ fees associated with such Legal Proceeding.
Sample 1
Third Party Legal Proceedings. In the event that IQVIA or any of its affiliates, and its and their employees or agents is served with or becomes subject to any subpoena, order, judgment, discovery, proceeding, enforcement or other legal process (each, a “Legal Proceeding”) and, which Legal Proceeding seeks from IQVIA disclosure of any documents or information related to the Services, provided such Legal Proceeding is not caused by IQVIA’s negligent act or omission or breach of this Agreement, then Sponsor shall bear and/or reimburse IQVIA for all reasonable third party fees, costs and expenses including reasonable attorneys’ fees associated with such Legal Proceeding.
Sample 1
Third Party Legal Proceedings. In the event that Pharms or any of its affiliates, and its and their employees or agents is served with or becomes subject to any subpoena, order, judgment, discovery, proceeding, enforcement or other legal process (each, a “Legal Proceeding”) and, which Legal Proceeding seeks from Pharms disclosure of any documents or information related to the Services, to the extent such Legal Proceeding is not related to Section 13.2 or a breach of any term of this Agreement, then Sponsor shall bear and/or reimburse Pharms for all reasonable third party fees, costs and expenses including reasonable attorneys’ fees associated with such Legal Proceeding.
Sample 1
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Related to Third Party Legal Proceedings

  • No Legal Proceedings No suit, action or other legal or administrative proceedings before any court or other governmental agency shall be pending or threatened seeking to enjoin the consummation of the Transactions contemplated hereby.

  • Cooperate in Legal Proceedings Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

  • Litigation and Legal Proceedings Except as disclosed on Schedule 3.11, there is no litigation, claim, investigation, administrative proceeding, labor controversy or similar action that is pending or (to the best of each Borrower's knowledge and information after due inquiry) threatened against any Borrower or its properties that, if adversely resolved, could reasonably be expected to have or cause a Material Adverse Effect.

  • Claims and Legal Proceedings There is no claim, action, suit, arbitration, criminal or civil investigation or proceeding pending or involving or, to Buyer's knowledge, threatened against Buyer before or by any court or governmental or nongovernmental department, commission, board, bureau, agency or instrumentality, or any other Person, that questions the validity of this Agreement or any action taken or to be taken by Buyer pursuant to this Agreement or in connection with the transactions contemplated hereby.

  • Legal Proceedings Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Legal Proceedings, Etc There are no unsatisfied liabilities for Taxes with respect to any notice of deficiency or similar document received by the Company or any Subsidiary with respect to any Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company or a Subsidiary and with respect to which adequate reserves for payment have been established).

  • Cooperation in Legal Proceedings During the Employment Period and for a period equal to three (3) years from the effective date of the termination of Executive’s employment, Executive shall, upon reasonable notice, furnish such cooperation, information and assistance to the Bank as may reasonably be required by the Bank or any Affiliate of the Bank in connection with any pending or threatened judicial, administrative or arbitration proceeding or any investigation that is based on events or circumstances in which Executive had personal knowledge or involvement and in which the Bank or any of its Affiliates is or may become a party or target, except for proceedings instituted against Executive by the Bank or any governmental or regulatory authority, or proceedings instituted by Executive against the Bank to enforce the terms of this Agreement or any other duties or obligations of the Bank to Executive. The Bank, or if applicable, its Affiliate, shall reimburse Executive for all reasonable costs and expenses incurred by Executive in providing such cooperation, information and assistance. Unless Executive’s appearance is compelled by a court order or other legal process, Executive shall not be obligated to devote more than two (2) days per calendar month in fulfilling his obligations under this Section 8(d), and the Bank or its Affiliate shall make reasonable accommodations to avoid interfering with any duties that Executive may then have to any client or other employer. Notwithstanding anything to the contrary in this Section 8(d) or this Agreement, while Executive will be encouraged to voluntarily provide sworn testimony where appropriate, Executive shall have no duty to provide sworn testimony in any judicial, arbitration or discovery proceeding except as may be required by any rule of procedure, subpoena or judicial process applicable to or enforceable against Executive, and in no case shall Executive be required to provide any testimony that, in the judgment of Executive, might or could expose him to civil liability or compromise his privilege against self incrimination. Any testimony given by Executive in such a proceeding shall be truthful, but in no event shall the content of any testimony given by Executive in such a proceeding constitute a breach of this Section 8(d) or any other provision of this Agreement. Executive may condition his providing of assistance and testimony hereunder on his receipt of an undertaking from the Bank that it will indemnify him for such actions to the fullest extent permitted by applicable law.

  • Legal Proceedings; Orders (a) Except as set forth in Part 3.15 of the Disclosure Letter, there is no pending Proceeding:

  • Legal Proceedings; Contracts Except as described in the Registration Statement, the Disclosure Package and the Final Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company or any of its subsidiaries, which would reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or might materially affect the properties or assets thereof; and there are no contracts or documents of the Company or any of its subsidiaries which are required to be filed as exhibits to the Registration Statement by the Securities Act or by the Securities Act Regulations which have not been so filed.

  • Legal Proceedings and Orders There is no action, suit, proceeding or investigation pending or threatened against Geron that questions the validity of this Agreement or the right of Geron to enter into this Agreement or to consummate this transactions contemplated hereby, nor is Geron aware of any basis for any of the forgoing. Geron is neither a party nor subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality that would affect the ability of Geron to enter into this Agreement or to consummate the transactions contemplated hereby.

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