Specified Litigation Sample Clauses

Specified Litigation. Manager and its Affiliates shall retain exclusive control over and carry out the Specified Litigation, and CLNC shall, and shall cause its Affiliates (including, from the Closing, AMC Opco, LLC (“AMC Opco”)), and its and their Representatives (x) to use commercially reasonable efforts to cooperate with Manager, its Affiliates and their respective Representatives and undertake promptly any and all actions, and not to take any action except, as directed by Manager, its Affiliates and their respective Representatives in its and their sole discretion in connection with the Specified Litigation, and (y) to provide or make available upon the reasonable request of Manager and its Affiliates (i) any information, documents, books, records and files of CLNC and its Affiliates (including AMC Opco) and (ii) employees of CLNC and its Affiliates, in each case as reasonably necessary for CLNY and its Affiliates to conduct the Specified Litigation as it determines in its sole discretion. CLNC may not, and shall cause its Affiliates (including AMC Opco) not to, pay, settle, compromise or discharge the Specified Litigation without the prior written consent of Manager. Manager may in its sole discretion, and CLNC shall cause AMC Opco at Manager’s request to, pay, settle, compromise or discharge the Specified Litigation so long as such settlement (i) does not subject AMC Opco to any injunctive relief or other equitable remedy (other than in connection with customary confidentiality obligations under any settlement agreement), or subject AMC Opco to any liability in respect of claims relating to the Specified Litigation, and (ii) does not include a statement or admission of fault, culpability, or failure to act by or on behalf of AMC Opco.

Specified Litigation. Without limiting Section 5.10, following the Closing Date, Seller shall have exclusive authority and control over the investigation, prosecution, defense and appeal of all Actions relating to or arising in connection with the Excluded Businesses, the Excluded Assets or the Retained Liabilities (each, a “Seller Action”), and may settle or compromise, or consent to the entry of any judgment with respect to any such Action without the consent of Buyer; provided, however, that if both Seller (or a Retained Subsidiary) and Buyer (or any of its Subsidiaries, including any Transferred FH Company or its Closing Subsidiaries) are named as parties to any Seller Action (a “Joint Action”), Seller shall not settle such Joint Action without the written consent of Buyer (not to be unreasonably withheld) unless such settlement releases Buyer (or such of its Subsidiaries named as parties) from all Liabilities in connection with such Joint Action and provides relief consisting solely of money damages borne by Seller (or a Retained Subsidiary), and provided further that, to the extent this Section 5.22 conflicts with Section 7.3 (with respect to Tax Audits), Section 7.3 shall govern.

Specified Litigation. (a) Unless the Litigation Resolution Date (as defined in Section 7.1(c)) has occurred, no adverse development or event shall have occurred with respect to the Specified Litigation, and no adverse circumstance relating to the Specified Litigation shall exist or shall have been discovered by Acquiror, that would reasonably be expected to have a significant impact on the outcome of or the Company’s potential exposure in the Specified Litigation, on the nature or scope of any remedy to be awarded in the Specified Litigation, on the cost of defending the Specified Litigation, on the timing of the resolution of the Specified Litigation or on the prospects for settling the Specified Litigation. (b) A final decision shall have been issued in any arbitration proceeding commenced for the purpose of determining the Lump Sum Equivalent Amount of any settlement entered into by the Company or Final Judgment entered by the court in connection with the Specified Litigation.

Specified Litigation. A final decision shall have been issued in any arbitration proceeding commenced for the purpose of determining the Lump Sum Equivalent Amount of any settlement entered into by the Company in connection with the Specified Litigation that is not a Lump Sum Settlement, or any Final Judgment entered by the court in connection with the Specified Litigation that is not a Lump Sum Judgment.

Specified Litigation. Prior to the Effective Time, the Company will provide Parent with prompt notice of any material updates to all Specified Litigation (including by providing copies of all pleadings with respect thereto) and keep Parent reasonably informed with respect to the status thereof. The Company will consult with Parent with respect to the defense and settlement of any Specified Litigation and will consider in good faith Parent’s advice with respect to such Specified Litigation.

Specified Litigation. Any and all Liabilities (including Disputed Specified Litigation Cure Claims but excluding Undisputed Specified Litigation Cure Claims) relating to or arising out of the Specified Litigation; and

Specified Litigation. Without limiting Section 5.10, following the Closing Date, DuPont shall have exclusive authority and control over the investigation, prosecution, defense and appeal of all then pending or threatened Actions primarily relating to or arising in connection with the Excluded Businesses, the Excluded Assets or the Retained Liabilities, including Actions involving the matters set forth on Section A(23) of the Seller’s Disclosure Schedule (each, a “DuPont Action”), and, to the extent DuPont acknowledges in writing that any Action is a Retained Liability, may settle or compromise, or consent to the entry of any judgment with respect to any such Action without the consent of Buyer; provided, however, that if both DuPont (or a Retained Subsidiary) and Buyer (or any of its Subsidiaries, including any DPC Company or its Subsidiaries) are named as parties to any DuPont Action (a “Joint Action”), DuPont shall not settle such Joint Action without the written consent of Buyer (not to be unreasonably withheld) unless such settlement releases Buyer (or such of its Subsidiaries named as parties) in connection with such Joint Action and provides relief consisting solely of money damages borne by DuPont (or a Retained Subsidiary) or other relief which does not have any material impact on the Transferred DPC Companies and their Subsidiaries, taken as a whole. Without DuPont’s prior written consent, Buyer and its Affiliates shall not communicate regarding any DuPont Action with any third party or make any public statement about any DuPont Action, in each case except as required by Law, the rules of any stock exchange or any Governmental Authority (subject to first consulting with, and considering in good faith the views of, DuPont to the extent legally permissible). Notwithstanding the foregoing, the provisions of Article VI shall govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with this Section 5.26.

Specified Litigation. With respect to the Specified Litigation, the following procedures shall apply (notwithstanding anything to the contrary contained in this Agreement), including the provisions of Section 9.5): (a) Seller or the Seller Guarantor shall have the right to control the defense of the Specified Litigation unless they have failed or are failing to defend the claim in good faith. Seller or the Seller Guarantor may settle the Specified Litigation without the prior written consent of the Purchaser if such settlement (a) meets the requirements of the penultimate sentence of Section 9.5(c) for the settlement of claims by an Indemnifying Party without the prior consent of the Indemnified Party and (b) would not reasonably be expected to have an adverse effect on either (i) Purchaser’s ability to market, sell or distribute any Product at any time after the Closing or (ii) the goodwill or reputation of the Business or the Product at any time after the Closing. The Parties shall cooperate to ensure all communications with respect to the Specified Litigation are conducted in a manner that preserves the attorney-client privilege and common interest privilege to the maximum extent possible. (b) Seller shall take commercially reasonable actions to pursue coverage from the Seller’s insurance carrier under the Seller’s existing insurance policy or policies that covers the Specified Litigation, with the proceeds thereof to paid, first, to Purchaser to reimburse it for any Losses (including Defense Costs) arising from the Specified Litigation and then to the Seller. (c) For purposes of the Specified Litigation, “Losses” shall mean the aggregate of: (i) any settlement payments due to the counterparty to the Specified Litigation or money damages (including, but not limited to, any judgment, fines, penalties, costs, or attorneys’ fees) awarded to the counterparty to the Specified Litigation by a court, in each case to the extent paid or payable by a Purchaser Indemnified Party, plus (ii) the Defense Costs. “Defense Costs” shall mean the fees, costs and expenses incurred by the Purchaser Indemnified Parties (including attorneys’, consultants’ and experts’ fees, costs and expenses) in the investigation, settlement, negotiation or defense of the Specified Litigation. Defense Costs do not include any salaries, benefits or other compensation for officers or employees of any of the Purchaser Indemnified Parties, except as otherwise expressly set forth in the Transition Services Agreement.

Specified Litigation. 17 3.2 Representations and Warranties of Monsanto. ...................... 18 (a) Organization, Standing and Power; Subsidiaries............. 18 (b) Capital Structure.......................................... 19 (c) Authority; No Conflicts.................................... 20 (d) Reports and Financial Statements........................... 21 (e)