Legal Proceeding definition
Examples of Legal Proceeding in a sentence
The Company and its Affiliates shall not settle or compromise or offer to settle or compromise any request, inquiry, investigation, action or other Legal Proceeding by or before any Governmental Body with respect to the Transactions without the prior written consent of Parent and, at the written request of Parent, Company shall take (or agree to take) any of the actions described in the definition of Burdensome Condition (so long as such action is conditioned upon the occurrence of the Closing).
The Company shall control any Legal Proceeding brought by stockholders of the Company against the Company and/or its directors relating to the Transactions; provided that the Company shall give Parent the right to review and comment on all material filings or responses to be made by the Company in connection with such litigation, and the right to consult on the defense or settlement with respect to such litigation, and the Company shall in good faith take such comments into account.
With respect to each of Parent and Purchaser, as of the date hereof, there is no Legal Proceeding pending against, or, to the knowledge of Parent, threatened against either of Parent or Purchaser or any of their properties or assets that could reasonably be expected to prevent or materially delay or impair the consummation by Parent and Purchaser of the transactions contemplated by this Agreement or otherwise materially impair Parent or Purchaser’s ability to perform its obligations hereunder.
As of the date hereof, there is no Legal Proceeding pending and served or, to the knowledge of Parent, pending and not served or overtly threatened against Parent or Purchaser, except as would not and would not reasonably be expected to have a Parent Material Adverse Effect.
The Parties agree that a final judgment in any such action or Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Laws; provided, however, that nothing in the foregoing shall restrict any Party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.