Settlement of Litigation Clause Samples

Settlement of Litigation. The Company shall not settle or compromise any material action, suit or claim, or enter into any consent decree, injunction or similar restraint or form of equitable relief in settlement of any material action, suit or claim.

Settlement of Litigation. No settlement, consent judgment or other final disposition of an action for infringement or validity or misappropriation may be entered into as to any Licensed Patent or Licensed Know-How without the prior written consent of both Parties, which consent shall not be unreasonably withheld.

Settlement of Litigation. Hanover shall not, nor shall it permit any of its Subsidiaries to, settle any litigation, investigation, arbitration, proceeding or other claim if Hanover or any of its subsidiaries would be required to pay in excess of $10,000 individually or in the aggregate or if such settlement would obligate Hanover to take any material action or restrict Hanover in any material respect from taking any action at or after the Effective Time.

Settlement of Litigation. Without prior written notice to the Lenders, the Borrower will not, and will cause all of its Subsidiaries not to, settle or compromise, during any fiscal year of the Borrower, any threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, Governmental Authority or arbitrator, if the amount of the proposed settlement or compromise required to be paid by the Borrower or any of its Subsidiaries (excluding any amounts to be paid or to be reimbursed to the Borrower or any of its Subsidiaries from any insurance proceeds), together with the amount of all settlements and compromises (excluding any amounts paid or to be reimbursed to the Borrower or any of its Subsidiaries from any insurance proceeds) previously paid by the Borrower or any of its Subsidiaries during such fiscal year of the Borrower, exceeds $2,000,000.

Settlement of Litigation. (a) The Company shall use its commercially reasonable efforts to enter into a definitive settlement agreement, including appropriate releases of the Company, its Subsidiaries and their successors and assigns, in connection with the Schedule 5.8 Claim, which terms of settlement (including the form of any consideration paid) and settlement agreement shall be satisfactory in form and substance to Acquiror, on or before the Closing Date. For purposes of this Agreement, the term “Pre-Closing Settlement Proceeds” shall be a number of shares of Aquiror Common Stock equal to the quotient of (i) the sum of all expenses, costs, settlement proceeds and other amounts that are paid or payable by the Company and/or its Subsidiaries in the form of cash or other property in connection with the settlement of the Schedule 5.8 Claim prior to the Closing Date (other than any shares of Common Stock issued by the Company in connection with the settlement of the Schedule 5.8 Claim prior to the Closing Date, which shares of Common Stock shall be specifically excluded for purposes of the calculations set forth in this Section 7.13(a)), divided by (ii) either (x) $30.18 if the Maximum Merger Consideration is determined under Section 2.1(a)(i); (y) the Acquiror Stock Price if the Maximum Merger Consideration is determined under Section 2.1(a)(ii); or (z) $29.00 if the Maximum Merger Consideration is determined under Section 2.1(a)(iii). The Maximum Merger Consideration shall be reduced by the sum of any Pre-Closing Settlement Proceeds in calculating the Effective Time Merger Consideration under Section 2.1(b). (b) If the Company has not entered into a settlement agreement in connection with the Schedule 5.8 Claim prior to the Closing Date and Acquiror, in its sole discretion, determines to waive the Closing condition set forth in Section 8.2(l) and proceed with the Closing, then the Maximum Merger Consideration shall be reduced by the amount of Contingent Shares (as defined below) in calculating the Effective Time Merger Consideration under Section 2.1(b), and the Contingent Shares shall be withheld by Acquiror until any final settlement of the Schedule 5.8 Claim. For purposes of this Agreement, the term “Contingent Shares” shall be a number of shares of Acquiror Common Stock equal to the product of (i) the Maximum Per Share Merger Consideration, multiplied by (ii) 3,000,000. (c) Following the Closing Date, if the Company enters into a settlement in connection with the Schedule 5.8 ...

Settlement of Litigation. The Company shall have settled to the satisfaction of AWK (as determined in the sole discretion of AWK) all of the litigation matters listed in Schedule 7.1(i) hereto and made a part hereof. The Company shall not execute any settlement documents without the prior written approval of AWK, which may be withheld in AWK's sole discretion.

Settlement of Litigation. The Company shall have entered into a definitive settlement agreement, including appropriate releases of the Company, its Subsidiaries and their successors and assigns, in connection with the Schedule 5.8 Claim, which terms of settlement (including the form of any consideration paid) and settlement agreement shall be satisfactory in form and substance to Acquiror;

Settlement of Litigation. No settlement, consent judgment or other final disposition of an action for infringement or validity of patent claims that relate in any material way to Compounds or the use of Dapoxetine in the Lilly Field, whether composition or method claims, may be entered into as to any Licensed Patent without Lilly’s prior written consent, which consent shall not be unreasonably withheld.

Settlement of Litigation. Prior to settling or compromising any pending material action, suit or claim, or entering into any consent decree, injunction or similar restraint or form of equitable relief in settlement of any pending material action, suit or claim, the Company shall consult with, and consider in good faith the view of Parent. To the extent permitted by applicable law, the Company shall not settle or compromise any material action, suit or claim which is not pending as of the date hereof and is not related to any action, suit or claim so pending, or enter into any consent decree, injunction or similar restraint or form of equitable relief in settlement of any material action, suit or claim which is not pending as of the date hereof and is not related to any action, suit or claim so pending, except with the prior consent of Parent, which consent shall not be unreasonably withheld or delayed.