Specified Matter Sample Clauses

The 'Specified Matter' clause defines particular issues, events, or circumstances that are singled out for special treatment within a contract. Typically, this clause identifies matters that may affect the parties' rights or obligations, such as known disputes, ongoing investigations, or pre-existing liabilities. By clearly listing these matters, the clause ensures that both parties are aware of and can address any exceptional risks or considerations, thereby promoting transparency and reducing the likelihood of future disputes related to those issues.
Specified Matter. Notwithstanding anything to the contrary in this Article 10, following the Closing, Seller shall be entitled to control and direct the defense of the Specified Matter. Seller hereby acknowledges that any Losses that may be assessed against the Purchaser Indemnified Persons in connection with such Specified Matter constitute Losses for which the Purchaser Indemnified Persons will be indemnified pursuant to Section 10.02(f). Each party shall as promptly as reasonably practicable, furnish to the other party copies of any notices or written communications, and inform the other party in reasonable detail of any oral communications (other than those that would reasonably be considered immaterial), in each case received by such party from any Governmental Entity with respect to the Specified Matter. From time to time upon the reasonable request of Purchaser, Seller shall provide Purchaser with status updates and reasonably consult with Purchaser regarding the potential compromise, settlement or other resolution of the Specified Matter, (iii) provide reasonable notice to Purchaser in advance of any proposed meeting with any Governmental Entity with respect to the Specified Matter and give a Representative of Purchaser the opportunity to attend and participate at any such meeting (at the sole cost and expense of Purchaser) and (iv) provide Purchaser an opportunity to review in advance any proposed written or material oral communications (including any filings or notices) proposed to be made by Seller to any Governmental Entity in connection with the Specified Matter. Seller shall be entitled to settle the Specified Matter (x) without the consent of any Purchaser Indemnified Person if such settlement does not involve any non-monetary consideration, and the Seller is solely responsible for the payment of any monetary settlement, or (y) with the prior written consent of Purchaser, such specific consent not to be unreasonably withheld, conditioned or delayed. Purchaser shall agree to, and shall cause the Transferred Entities to join in, any such settlement.
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Specified Matter. Seller will used reasonable best efforts to resolve the litigation described on Schedule 11.2(a)(iii) in a manner that does not impose adverse restrictions on the operation of the Business.
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Specified Matter. Prior to the Closing, the Sellers shall keep Buyer reasonably informed regarding the progress and substantive aspects of the Specified Matter, including providing Buyer with all written materials received or submitted in relation to the Specified Matter and periodic updates on the status of the Specified Matter, including promptly informing Buyer of any material changes or developments, keeping Buyer apprised of any potential Losses relating to or arising from the Specified Matter and providing Buyer with other such information regarding the Specified Matter that Buyer may request. Prior to the Closing, Buyer shall have the right to review and provide comments on any written materials submitted in relation to the Specified Matter and participate in any discussions or meetings (in person or otherwise) with any Governmental Authority in relation to the Specified Matter.
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Specified Matter. Parent shall have obtained the outcome described on Section 8.2(e) of the Seller Disclosure Schedule.
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Specified Matter. (a) From and after the Closing, Buyer shall in good faith and using commercially reasonable efforts pursue the resolution of the Specified Matter with the counterparty of the Specified Contract. Buyer shall (i) consult with Seller, and keep Seller reasonably informed of all material developments, with respect to the resolution of the Specified Matter, (ii) promptly inform Seller and provide copies of material written communications to or from, the counterparty to the Specified Contract with respect to the Specified Matter and (iii) consider in good faith any comments from Seller with respect to resolution of the Specified Matter. (b) Promptly following the binding resolution of the Specified Matter with the counterparty to the Specified Contract, Buyer shall deliver to Seller a notice of the amount, if any, due from the Group Companies to the customer (together with its Affiliates) under the Specified Contract in respect thereof, and the applicable Seller Portion, together with reasonable supporting documentation, and such other supporting documentation that Seller shall reasonable request, of such resolution and Buyer’s calculation of the Seller Portion. If the Seller Portion is not zero, Seller shall within five (5) Business Days following receipt of such notice pay, or shall cause to be paid, to Buyer an amount in cash equal to the Seller Portion in immediately available funds by wire transfer to an account designated by Buyer. For U.S. federal income and other applicable Tax purposes, to the extent permitted by applicable Law, any Increase Amount or 20
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Specified Matter. The “Specified Matter” means Standing Rock Sioux Tribe v. United States Army Corps of Engineers, Civil Action No. 16-1534 (▇▇▇) (and the two consolidated cases, Yankton Sioux Tribe v.
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Specified Matter. 20 ARTICLE III
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Related to Specified Matter

  • Notice of Third Party Claims Pursuant to Public Contract Code Section 9201, District shall provide Contractor timely notification of the receipt of any third-party claim relating to this Contract. District shall be entitled to recover its reasonable costs incurred in providing such notification.

  • Section 16 Matters Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

  • Notice and Defense of Third Party Claims Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

  • Defense and Settlement of Third Party Claims The Indemnifying Party shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporation.

  • Defense of Third Party Claims If an Indemnified Party’s claim for indemnification under Section 8.2, Section 8.3 or Section 8.4 is based on a claim brought by a Third Party (including without limitation a customer of the Indemnified Party with respect to a claim brought against such customer by a Third Party Rights Holder) (a “Third Party Claim”), the Indemnifying Party shall have the right, at its sole cost and expense, to defend such Third Party Claim in the name or on behalf of the Indemnified Party. The Indemnified Party will give the Indemnifying Party prompt written notice of any such Third Party Claim (a “Claims Notice”) and reasonably cooperate with the Indemnifying Party in the defense and settlement of the Third Party Claim. The Indemnified Party’s failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation which Licensor would otherwise have pursuant to this Agreement except to the extent that the Indemnifying Party has been materially prejudiced by such failure to so notify. Notwithstanding the foregoing, an Indemnified Party shall have the right (following notice to the Indemnifying Party) to retain its own counsel (which counsel is reasonably acceptable to the Indemnifying Party) and control its defense of any such Third Party Claim, with the reasonable fees and expenses to be paid by the Indemnifying Party if the Indemnifying Party shall have failed promptly to employ counsel to defend such proceeding or otherwise failed to prosecute such defense with reasonable diligence. The Indemnified Party and Indemnifying Party will enter into a joint representation agreement with counsel reasonably acceptable to both parties, specifying that the Indemnifying Party shall at all times control the defense, unless the Indemnified Party agrees otherwise, in writing, that the Indemnifying Party shall have sole authority to settle or compromise the Third Party Claim, and the reasonable fees and expenses for such counsel to be paid by the Indemnifying Party; provided, however, in the event it is not legally possible for the same counsel to represent both the Indemnified Party and the Indemnifying Party because of conflicts of interest (e.g., the conflict of interest is non-waivable), then the Indemnifying Party shall pay the reasonable fees and expenses of both counsels to the extent such fees and expenses are directly related to defending the claims for which the Indemnifying Party is responsible. The Indemnified Party shall have the right to employ separate counsel at its own cost and expense in the proceeding and, in such event, shall and shall have the right to, consult with the Indemnifying Party regarding the defense thereof; provided that, except US 1104947v.12 as otherwise provided herein, the Indemnifying Party shall at all times control such defense of such proceeding. The Indemnifying Party may not settle or compromise the claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless the settlement or compromise includes a full release of all of the Indemnified Parties. The Indemnifying Party shall pay to or for the benefit of the Indemnified Parties in cash the amount for which such Indemnified Parties are entitled to be indemnified within thirty (30) days after the settlement or compromise of such Third Party Claim or the final non-appealable judgment of a court of competent jurisdiction. An Indemnifying Party shall not be liable for any settlement or compromise of any Third Party Claim without its consent. Section 1.5 The following new Section 8.8 shall hereby be added to the Sublicense Agreement: