Legacy Proceedings definition
Legacy Proceedings means all class actions, putative class actions, individual actions, customer suits, shareholder derivative suits, or other Action (including all related counterclaims, cross claims, appeals and other similar Actions, but excluding in all cases the Legacy Arbitrations), in each case whether Threatened, pending or pursued at some future date (including after Closing), arising out of or related to the Legacy Litigation Matters.
Examples of Legacy Proceedings in a sentence
To the extent any Action involves both (1) Post-Closing Litigation Losses and (2) Pending Litigation Losses, Legacy Arbitration Losses or Legacy Proceedings Losses, that portion of the Losses which relates to Post-Closing Litigation Losses shall be indemnified under Section 10.4(a)(ii) and the balance shall be indemnified under Section 10.4(a)(iii).
Seller shall be responsible for defending any Third-Party Claim related to or arising from the Legacy Proceedings and shall have authority to defend, settle or otherwise resolve such Third Party Claims pursuant to the terms of the Litigation Cooperation Agreement.