Xxxxx Litigation Sample Clauses

Xxxxx Litigation. The Xxxxx Litigation shall either be resolved or resolution shall appear to be imminent, or Buyer, at its option, shall elect to close and pay Seller for the interests constituting the Assets notwithstanding the Xxxxx Litigation, in which case, Buyer shall be substituted or added, as applicable, as a party to the Xxxxx Litigation. Written confirmation from the Xxxxx Litigation Defendants that new division orders and/or stipulations of interest for the Affected Acreage will be issued consistent with the acreages shown on Exhibit A and Exhibit B will satisfy the provisions of this Section 9.06 with
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Xxxxx Litigation. On June 27, 2005, a purported consumer and merchant class action was filed in California state court against Visa U.S.A., Visa International, MasterCard, Xxxxxxx Bank and CardSystems Solutions, Inc. The complaint stems from a data-security breach at CardSystems, a payment card processor that handled Visa and other payment brand transactions. The complaint alleges that Visa U.S.A. and Visa International’s failure to inform cardholders of the CardSystems breach in a timely manner constitutes an unlawful and/or unfair business practice under California’s Unfair Competition Law and violates California’s statutory privacy-notice law. In August 2005, the court denied the plaintiffs’ application for a temporary restraining order, except with respect to the defendants’ retention of affected account-identifying information, and in September 2005 denied plaintiffs’ motion for a preliminary injunction. Also in September 2005, the court dismissed the claims brought by the merchant class. On November 18, 2005, the defendants answered the remaining claims. Limited discovery occurred. CardSystems filed for bankruptcy in U.S. District Court for the District of Arizona in May 2006, staying the litigation as to it. The plaintiffs removed the case to U.S. District Court for the Northern District of California on August 10, 2006, and then sought to transfer the case to federal court in Arizona. Visa U.S.A., Visa International and MasterCard moved for remand to state court. On October 11, 2006, the court granted the defendants’ motion for remand and denied the plaintiffs’ motion to transfer the case. Proceedings involving CardSystems continue in the bankruptcy court in Arizona, and the California state court plaintiffs appear to be pursuing claims against CardSystems in that forum. The state court in California has not set discovery deadlines or a trial date. The parties are currently engaged in settlement negotiations. The potential settlement amount is not considered material to the Company’s consolidated financial statements. On November 14, 2005, The ATM Exchange filed a complaint for money damages against Visa U.S.A. and Visa International in the U.S. District Court for the Southern District of Ohio. The plaintiff asserts claims of promissory estoppel, negligent misrepresentation and fraudulent misrepresentation, alleging that Visa’s deferment of a July 1, 2004 member deadline that required newly deployed ATMs to be certified by a Visa- recognized laboratory as meeting ce...
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Xxxxx Litigation. In an agreed effort to finalize this Settlement Agreement, the Parties have agreed to xxxxx all litigation and related discovery, appeals and deadlines until at least April 26, 2014. The Parties further agree to take all actions necessary to effectuate such abatement including seeking court approval if necessary. Finally, if the settlement is finalized and approved by the Court and not subject to an appeal, the Parties agree to take all actions necessary to withdraw all pending discovery and dismiss all pending litigation actions. The Parties have materially relied on the provisions of this Settlement in agreeing to xxxxx litigation in connection with the Final Hearing.
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Xxxxx Litigation. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly, amend or otherwise modify, or issue any direction, consent or certificate under, that certain Escrow Agreement dated on the Original Closing Date, among US SportRack Holdings, Bank One, NA, Bank One Trust Company, National Association and Xxxxx/AAS LLC, without the prior written consent of Agent SECTION 4 FINANCIAL COVENANTS/REPORTING Borrowers covenant and agree that from and after the date hereof until the Termination Date, Borrowers shall perform and comply with, and shall cause each of the other Credit Parties to perform and comply with, all covenants in this SECTION 4 applicable to such Person.
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Xxxxx Litigation. The litigation described below has been disclosed previously in the Company’s filings with the Securities and Exchange Commission, including the Company’s September 30, 2008, Form 10-Q filing, which was filed on November 14, 2008. However, the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Because the definition of “Previously Disclosed” in Section 2.1(b) of the Securities Purchase Agreement encompasses only disclosures made in the Annual Report on Form 10-K for the Company’s most recently completed fiscal year (or subsequent filings), the Company makes the following disclosure pursuant to Section 2.2(l): On October 8, 2007, The First Bancshares, Inc. (the “Company”) and its subsidiary, The First, A National Banking Association (the “Bank”) were formally named as defendants and served with a First Amended Complaint in litigation styled Xxxx X. Xxxxx v. Oak Grove Land Company, Inc., Xxxx XxXxxxx, Xxxxx X. Xxxxxxx, J. Xxxxxxx Xxxxxxxxxx, The First, a National Banking Association, The First Bancshares, Inc., and Xxxx Does 1 through 10, Civil Action No. 2006-236-CV4, pending in the Circuit Court of Xxxxx County, Mississippi, Second Judicial District (the “First Amended Complaint”). The First Amended Complaint was filed against the named defendants by Xxxx X. Xxxxx (“Xxxxx”), a former member of the Bank’s Advisory Board, and a shareholder of the Company who was until February 2, 2006, the largest individual holder of Company stock. The First Amended Complaint served upon the Company and Bank is similar to a complaint filed by Xxxxx against the other named defendants on April 11, 2006. The other named defendants, each of whom deny any liability to Xxxxx, include Oak Grove Land Company, Inc., a shareholder of the Company; Xxxx XxXxxxx, Director of the Company and the Bank, and an affiliate of Oak Grove Land Company, Inc.; Xxxxx X. Xxxxxxx, Director and Chairman of the Company and the Bank; and J. Xxxxxxx Xxxxxxxxxx, Director of the Company and the Bank. The First Amended Complaint contains allegations of fraud in connection with Xxxxx’x private sale of approximately UST Sequence No. 511 69,000 shares (representing approximately 5%) of the Company’s common stock to the named defendants (other than the Company or the Bank) in a privately negotiated transaction. In summary the First Amended Complaint alleges that one or more of the named defendants withheld information concerning the Company’s potential NASDAQ l...
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Xxxxx Litigation. Notwithstanding anything to contrary in this Agreement, if any Proceeding is instituted specifically by Xxxxx against any Person challenging the rights of Buyer or Call to consummate the transactions contemplated by this Agreement, disputing the validity or enforceability of this Agreement, or otherwise seeking relief based upon any act or omission of Buyer or Call incident to the transactions contemplated by this Agreement (the “Xxxxx Proceeding”), then (a) if the Closing shall not yet have occurred, Buyer agrees that, subject to the fulfillment of the other conditions precedent set forth in Section 12.2, and the absence of any court order restraining Buyer from proceeding to Closing, Buyer shall nonetheless proceed to Closing; and (b) Buyer shall deposit ten percent (10%) of each element of the Purchase Price not yet having been paid, when otherwise due hereunder, either (i) into the appropriate court by filing an interpleader action, or (ii) into an escrow account with an independent escrow agent until such court determines the property party entitled to such consideration; and (c) Call shall, in accordance with Section 11.1 hereof, defend, indemnify and hold harmless the Buyer Indemnified Parties from all Adverse Consequences arising out of, or in connection with, or caused by, directly or indirectly, the Xxxxx Proceeding. All attorneys’ fees incurred by Call or the Companies relating to the Xxxxx Proceedings shall be the responsibility of Call and, to the extent such attorneys’ fees are lent to the Companies or Call by Buyer, such amounts will be repaid at Closing by offset against the Purchase Price and or offset against the payments to Call in connection with the Shareholder Loan. Any actions or claims of the Companies that can be asserted against Xxxxx, including without limitation relating to Xxxxxx Leap, LLC, (“Claims Against Xxxxx”) shall not be commenced by the Companies, if at all, until after Closing (except upon the consent of Buyer), and all attorneys’ fees incurred in connection with Claims Against Xxxxx will be borne by the Companies, with any award or judgment resulting therefrom inuring solely to the benefit of the Companies and PEI.
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Xxxxx Litigation. To the extent that Homestore enters into a settlement of Mxxxxxx Xxxxx, et al., v. Homestore, Inc., et al., Case No. BC 312115, presently pending in the Superior Court of the State of California for the County of Los Angeles, Homestore will secure, as part of such settlement, a complete release and dismissal with prejudice of the claims against Wxxxx, including any actual or potential cross-claims against Wxxxx for contribution or indemnity. Nothing in this paragraph shall in any way obligate Homestore to advance or indemnify Wxxxx’x defenses costs or any judgment entered against Wxxxx in the Mxxxx case, other than as set forth in Section I of this Agreement.
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Related to Xxxxx Litigation

  • Third Party Litigation In the event that a Third Party institutes a patent or other infringement suit against any of NovaDel, PAR or HANA or any of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the Territory, infringes one or more patent or other intellectual property rights held by such Third Party (an “Infringement Suit”), the Parties shall cooperate with one another in defending such suit. PAR, as the NDA holder, shall have the first right to direct and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Product; provided, however, that PAR shall have the right to credit [***] percent ([***]%) of any amounts paid by PAR through judgment or settlement with respect to such country against the royalty payments to be paid by PAR to HANA with respect to the sale of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademark.

  • Transaction Litigation From and after the date of this Agreement until the earlier of the Acquisition Merger Closing or termination of this Agreement in accordance with its terms, SPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands, other stockholder Actions (including derivative claims) or Actions brought by any third-party relating to this Agreement, any related agreements or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of SPAC, any of SPAC or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of SPAC or any of its Subsidiaries), or, in the case of the Company, any of the Company or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of the Company or any of its Subsidiaries). SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other; provided, however, that in no event shall (x) SPAC or any of its Subsidiaries or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), or (y) the Company or any of its Subsidiaries any or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed).

  • Pending Litigation Financial position and prospective long-term profitability of the Single Tenderer, and in the case the Tenderer is a JV, of each member of the JV, shall remain sound according to criteria established with respect to Financial Capability under paragraph I (i) above assuming that all pending litigation will be resolved against the Tenderer. Tenderer shall provide information on pending litigations as per Form CON-2.

  • Infringement and Litigation 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15.

  • 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 stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, 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.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Cost of Litigation In case the STATE shall, without any fault on its part, be made a party to any litigation commenced by or against the CONTRACTOR in connection with this Contract, the CONTRACTOR shall pay all costs and expenses incurred by or imposed on the STATE, including attorneys' fees.

  • Disputes and Litigation In the event of a dispute concerning the tenancy created by this agreement, TENANT agrees that whether or not the premises are being actively managed by an AGENT for the record OWNER, TENANT agrees to hold AGENT, its heirs, employees and assigns harmless and shall look solely to the record OWNER of the premises in the event of a legal dispute. INTEGRATION: This lease and exhibits and attachments, if any, set forth the entire agreement between LANDLORD and TENANT concerning the premises, and there are no covenants, promises, agreements, conditions, or understandings, oral or written between them other than those herein set forth. If any provision in this agreement is illegal, invalid or unenforceable, that provision shall be void but all other terms and conditions of the agreement shall be in effect. MODIFICATIONS: No subsequent alteration, amendment, change or addition to this lease shall be binding upon LANDLORD unless reduced to writing and signed by the parties. RADON GAS: State law requires the following notice to be given: "Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." ABANDONED PROPERTY: BY SIGNING THIS RENTAL AGREEMENT, THE TENANT AGREES THAT UPON SURRENDER, ABANDONMENT, OR RECOVERY OF POSSESSION OF THE DWELLING UNIT DUE TO THE DEATH OF THE LAST REMAINING TENANT, AS PROVIDED BY CHAPTER 83, FLORIDA STATUTES, THE LANDLORD SHALL NOT BE LIABLE OR RESPONSIBLE FOR STORAGE OR DISPOSITION OF THE TENANT'S PERSONAL PROPERTY. ADDITIONAL STIPULATIONS:

  • Shareholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • Related Litigation The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation Proceedings pursuant to the Arbitration Act.

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