Pending Litigation Matter definition
Examples of Pending Litigation Matter in a sentence
As of the date no later than five (5) Business Days prior to the Closing, Seller shall provide to Purchaser (i) an update to the General Partner Interests Schedule, Limited Partnership Interest Schedule and Other Investments Schedule to reflect any changes to such schedules after the date hereof and (ii) an update regarding any Pending Litigation Matter, Legacy Arbitration or Legacy Proceeding that arises after the date hereof.
Any Pending Litigation Matter with respect to UK Subsidiary, Korean Subsidiary or Factory Power.
Without limiting the generality of the foregoing, in the event the Pending Litigation Matter results in a judgment relating to (i) the counterclaims; or (ii) any attorneys’ fees previously paid by Seller or its Affiliates prior to the Closing Date, any payments thereof shall be promptly remitted by Buyer to Seller, subject to Buyer’s right to share in the recovery of fees paid by Buyer or its Affiliates in connection with the Pending Litigation Matter.
Moreover, with the exception of claims asserted in the Pending Litigation Matter there are no Actions pending regarding the ownership, management or control of LicenseCo.
Notwithstanding any other provision of this Agreement to the contrary and for the avoidance of doubt, (i) the defense of any Pending Litigation Matter, shall not be the responsibility of the Buyer on and after the Closing Date, except for the obligations in respect thereof set forth in this Section 9.4(e) and (ii) the obligations set forth in this Section 9.4(e) in no way limit or reduce the Seller's and DQE's indemnity obligation, in respect of any Pending Litigation Matter or otherwise.
Buyer shall reasonably cooperate with Seller and its Affiliates to facilitate resolution of the Pending Litigation Matter following the Closing Date.
The foregoing provisions, including any obligation of Buyer or LicenseCo to pay the expenses associated with the Seller Parties’ cooperation, shall be subject to and limited by the obligations of the Seller Parties pursuant to the Seller Parties’ indemnification obligations relating to the Pending Litigation Matter as set forth in Section 9.2(c) below.
The Parties further agree that Seller retains the right to control the Pending Litigation Matter and may unilaterally agree to resolve the Pending Litigation Matter upon terms acceptable to Seller alone, and without any input from Buyer except to the extent any resolution of the Pending Litigation Matter would subject Buyer, LicenseCo or their Affiliates to non-monetary penalties or restrictions, including, without limitation, restrictive covenants, injunctions or other equitable relief.
For purposes of this Section 7.07, the term "Litigation Transfer Notice" shall mean a written notice delivered by Purchaser to InterDent, instructing InterDent to transfer copies of any and all files or documents relating to a Pending Litigation Matter.
To Seller’s Knowledge, the Pending Litigation Matter constitutes all pending litigation (excluding any administrative or agency actions, including those set forth on Schedule D) to which Seller is a party with respect to the Purchased Assets or which is threatened with respect to any of the Purchased Assets.