Specified Litigation Matters definition

Specified Litigation Matters means the matters expressly set forth on Schedule 8.3(f) attached hereto and any litigation or arbitration or proceeding (collectively, “Litigation”), in law or in equity, in each case that is pending as of the Closing or, to the Company’s Knowledge, threatened as of the Closingagainst the Company or any Subsidiary with respect to the Business or with respect to the consummation of the transactions contemplated by this Agreement. For purposes of this Section 8.2(h), Litigation shall be deemed to be “pending” only where a formal complaint or comparable written document has been filed withany commission, court, tribunal, agency, official or other instrumentality of the government of the United States or of any foreign country, any state or political subdivision of any such government (whether state, provincial, county, city, municipal or otherwise) or other administrative authority. For purposes of thisSection 8.2(h), Litigation shall be deemed to be “threatened” only when an explicit threat of Litigation has been delivered in writing. For the avoidance of doubt, the term Specified Litigation Matters shall not be deemed to include any product warranty claims.
Sample 1
Specified Litigation Matters. 8.2(a) “Suppliers” 3.13 “Survival Period” 8.1 “Third Party Claim” 8.3(a) “Transfer Taxes” 9.11(a)
Sample 1
Specified Litigation Matters means the matters expressly set forth on Schedule 8.3(f) attached hereto and any litigation or arbitration or proceeding (collectively, “Litigation”), in law or in equity, in each case that is pending as of the Closing or, to the Company’s Knowledge, threatened as of the Closing against the Company or any Subsidiary with respect to the Business or with respect to the consummation of the transactions contemplated by this Agreement. For purposes of this Section 8.2(h), Litigation shall be deemed to be “pending” only where a formal complaint or comparable written document has been filed with any commission, court, tribunal, agency, official or other instrumentality of the government of the United States or of any foreign country, any state or political subdivision of any such government (whether state, provincial, county, city, municipal or otherwise) or other administrative authority. For purposes of this Section 8.2(h), Litigation shall be deemed to be “threatened” only when an explicit threat of Litigation has been delivered in writing. For the avoidance of doubt, the term Specified Litigation Matters shall not be deemed to include any product warranty claims.
Sample 1

Examples of Specified Litigation Matters in a sentence

  • As of the date hereof, Monsanto has provided to AHP prior to the execution of this Agreement all information Known to Monsanto which is relevant and material to an assessment of the liability exposure of Monsanto and its Subsidiaries with respect to litigation matters disclosed in the Monsanto SEC Reports or included on the Monsanto Disclosure Schedule as to which AHP has requested such information (the "Monsanto Specified Litigation Matters").

  • As of the date hereof, AHP has provided to Monsanto prior to the execution of this Agreement all information Known to AHP which is relevant and material to an assessment of the liability exposure of AHP and its Subsidiaries with respect to litigation matters disclosed in the AHP SEC Reports or included on the AHP Disclosure Schedule as to which Monsanto has requested such information (the "AHP Specified Litigation Matters").

  • As of the date hereof, there is no information relating to the AHP Specified Litigation Matters in the possession of AHP, its Subsidiaries or their counsel not heretofore provided to Monsanto which would reasonably be expected to have a Material Adverse Effect on AHP.

  • As of the date hereof, there is no information relating to the Monsanto Specified Litigation Matters in the possession of Monsanto, its Subsidiaries or their counsel not heretofore provided to AHP which would reasonably be expected to have a Material Adverse Effect on Monsanto.

  • The PMB may adjust the elements annually.The initial set of performance elements and basic definitions for the AFC STRL Mod Demo are listed below.

  • In the normal course of its business, Legg Mason has also received subpoenas and is currently involved in governmental and self-regulatory agency inqui- ries, investigations and, from time to time, proceedings involving asset management activities.

  • Buyer shall otherwise be solely responsible for, and shall indemnify, defend and hold harmless Seller against, all costs, damages and obligations relating to the Specified Litigation Matters (including all defense costs incurred by Buyer or the Target Companies with respect to the Specified Litigation Matters).

  • Country of Origin and Age There was a significant (p=0.00) difference between the age distribution of migrant workers originating from the CEEC workers and that of Portuguese.

  • Except for the Specified Litigation Matters or as set forth on the attached Schedule 3.10, to the Knowledge of Seller or Dynegy there are no actions, suits or proceedings pending or threatened against WCP Holdings, WCP, any Project Company or the Projects.

  • For the sake of clarity, the term Applicable Law as used in this Agreement includes, without limitation, the terms of any regulatory orders or other orders or settlements applicable to CLIC or the Business (including the terms of any settlement agreement effective with respect to one or more of the Specified Litigation Matters (as defined in the Stock Purchase Agreement)).


More Definitions of Specified Litigation Matters

Specified Litigation Matters has the meaning set forth in Section 10.2(a)(v) of this Agreement.
Sample 1
Specified Litigation Matters means those actions, cases and proceedings described or referenced in the Litigation Agreement, together with any actions, cases and proceedings now or hereafter arising from or with respect to the same or substantially similar events, facts or circumstances which are the subject of those matters described or referenced in the Litigation Agreement.
Sample 1

Related to Specified Litigation Matters

  • Specified Liabilities means Claims (as defined in the Indemnification Agreement).

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnified Liabilities has the meaning specified in Section 10.05.

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Disclosed Litigation has the meaning specified in Section 3.01(b).

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Specified Matter means any Amendment of a Portfolio Investment that (a) reduces the principal amount of such Portfolio Investment, (b) reduces the rate of interest payable on such Portfolio Investment, (c) postpones the due date of any scheduled payment or distribution in respect of such Portfolio Investment, (d) alters the pro rata allocation or sharing of payments or distributions required by any related underlying instrument in a manner adverse to the Company, (e) releases any material guarantor of such Portfolio Investment from its obligations, (f) terminates or releases any lien on a material portion on the collateral securing such Portfolio Investment, (g) changes any of the provisions of any such underlying instrument specifying the number or percentage of lenders required to effect any of the foregoing or (h) materially changes any financial maintenance covenant.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Pending Litigation means a proceeding in a court of law whose activity is in progress but not yet completed.

  • Excluded Matters shall have the meaning given such term in Section 13.3 hereof.

  • Excluded Transactions means:

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Threatened litigation as used herein shall include governmental investigations and civil investigative demands. “Litigation” as used herein shall include administrative enforcement actions brought by governmental agencies. The Contractor must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, “material” refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Contract or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the Contractor’s financial condition.

  • Specified Legal Expenses means, to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative).

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Specified Loan Party means a Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 2.15(c)).

  • Third Party Claims has the meaning set forth in Section 11.1.

  • foreign matter means anything that is not part of the cotton plant.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Excluded Matter means any action, suit or proceeding by the Corporation or one of its subsidiaries against any Indemnitee who is or was an employee, but not an officer, of the Corporation, or is or was serving at the request of the Corporation as an employee, but not as a director or officer, of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Specified Action has the meaning set forth in Section 3.4.2.

  • Qualified license means a valid support agreement to include Embedded Maintenance with SAP

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.