Outstanding Litigation definition
Examples of Outstanding Litigation in a sentence
Purchaser shall have the right to retain, at its sole expense, outside counsel, who shall be permitted (together with Purchaser), where and when reasonably practical, to consult with Seller and its counsel regarding the prosecution, maintenance, enforcement and defense of the Product Related IP (including the Outstanding Litigation) and any actions taken or proposed to be taken by Seller in respect thereof.
All costs and expenses (including attorneys’ fees and expenses) incurred by Seller in connection with the prosecution, maintenance, defense or enforcement of the Product Related IP (including any Outstanding Litigation) shall, to the extent not reimbursed to Seller by a Counterparty pursuant to the applicable Product Agreement, be borne by Seller.
Seller shall, or shall cause the applicable Counterparty to, diligently administer the prosecution, maintenance, defense and enforcement of all Product Related IP owned or licensed by Seller (including any Outstanding Litigation), in accordance with and subject to the Product Agreements, as applicable, and in consultation with the applicable Counterparty (to the extent required or deemed appropriate by Seller) and Purchaser.
Except for fraud or intentional misconduct, the maximum aggregate liability of Shareholders for Claims for indemnification under this Agreement shall not exceed (a) during the one year period following the Closing (i) US$1,750,000, plus (ii) any Damages incurred with respect to the Outstanding Litigation, and (b) after the first anniversary of the Closing (i) US$1,500,000 plus (ii) any Damages incurred with respect to the Outstanding Litigation.
DEO shall, at no cost or expense to Palm Coast, immediately file all documents and take all action necessary to have the Outstanding Litigation and any other actions and proceedings under, related to, arising from, or in any way connected to the Funding Agreement dismissed and discontinued with prejudice.
All costs and expenses (including attorneys’ fees and expenses) incurred by Seller in connection with the prosecution, maintenance, defense or enforcement of the Product Related IP (including any Outstanding Litigation) shall, to the extent not reimbursed to Seller by a Counterpart), pursuant to the applicable Product Agreement, be borne by Seller.
Seller shall administer the prosecution, maintenance, defense and enforcement of any Product Related IP owned by Seller (including any Outstanding Litigation) in accordance with, and subject to, the Product Agreements and in consultation with each Counterparty (to the extent required or deemed appropriate by Seller).
To the extent such costs and expenses referred to in the preceding sentence are incurred in connection with the defense of the Outstanding Litigation, such costs and expenses shall only be included as Damages to the extent they exceed the reserve of NLG 45,000 in the Financial Statements.
The Closing Balance Sheet and the Closing Liabilities Schedule shall reflect an accrued liability of NLG 45,000 (the "Litigation Accrual") with respect to legal fees and expenses to be incurred by the Company in connection with the Outstanding Litigation (as defined in Section 8.2).
All costs and expenses (including attorneys’ fees and expenses) incurred by Seller in connection with the prosecution, maintenance, defense or enforcement of the Product Related IP (including any Outstanding Litigation) shall, to the extent not reimbursed to Seller by a Counterparty pursuant to the applicable Product Agreement, be borne by Seller (c) Proceeds.