Control of the Litigation Clause Samples

Control of the Litigation. As between them, RareGen agrees that Holdings shall have the sole and exclusive right to control, act or refrain from acting in respect of any act, request or decision in connection with the Litigation; provided that (i) Holdings shall consult with RareGen as it relates to, and keep RareGen informed of, any and all aspects of the Litigation and consider the input of RareGen with respect to any decisions Holdings makes regarding the Litigation, and (ii) none of the foregoing shall require Holdings to continue the Litigation to the extent Holdings reasonably determines that the Litigation no longer has merit. In furtherance thereof, RareGen shall (and shall instruct Counsel to) (A) communicate directly with Holdings with respect to the Litigation and provide Holdings with (i) written or email notice upon the occurrence of any material events in the Litigation, and (ii) a status update by conference call at other times upon Holdings’ reasonable request, and (B) take such actions (or refrain from taking such actions) with respect to the Litigation as may be directed by Holdings, in its reasonable good faith determination, from time to time. RareGen shall cooperate with Holdings in all reasonable respects in connection with the conduct of the Litigation and pursuit of the Claims, including making available records relating to the Litigation or that must be produced in the Litigation and furnishing to Holdings, employees of RareGen and its Affiliates as may be reasonably necessary for the conduct of the Litigation and to pursue the Claims; provided, however, that Holdings shall reimburse RareGen for any and all actual and reasonable costs and out-of-pocket expenses (in each case, without any ▇▇▇▇-up) associated with the furnishing of services by employees and consultants of RareGen and its Affiliates at the request of Holdings or as reasonably required by law, regulation, rule or to satisfy a requirement of the court or the Litigation. For purposes of the preceding sentence, (i) Holdings shall not be required to reimburse RareGen for any time spent by employees or consultants of RareGen or its Affiliates in monitoring the Litigation, and (ii) for time spent by employees of RareGen and its Affiliates that will be reimbursed by Holdings, time will be billed in quarter hour increments at a rate equal to the applicable employee’s annual base salary plus benefits divided by 2,000 (or, with respect to a part-time employee, the number of hours such employee is schedule...
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Related to Control of the Litigation

  • Control of Litigation (a) The Indemnitees and Indemnitee Affiliates agree to give prompt notice to the Indemnitors of the assertion of any claim, or the commencement of any suit, action, or proceeding in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) of this Agreement and of any Losses which any such Indemnitee deems to be within the ambit of Section 7.1(b) or 7.1(c) of this Agreement other than relating to Taxes (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee. The Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereof shall cooperate in the defense or prosecution thereof. (b) The Indemnitors shall not be liable under Sections 7.1 hereof with respect to any Losses resulting from a claim or demand the defense of which the Indemnitors were not offered the opportunity to assume as provided under Section 7.2(a) hereof to the extent the Indemnitors' liability under Sections 7.1 hereof is prejudiced as a result thereof.

  • Transaction Litigation In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed, or conditioned).

  • Cooperation in Litigation Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Certain Litigation The Company agrees that it ------------------- shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.