The PCL Litigation Clause Samples

The PCL Litigation clause defines the parties' rights and obligations concerning any ongoing or potential legal disputes related to PCL (which may refer to a specific project, company, or contract). Typically, this clause outlines procedures for handling such litigation, including notification requirements, cooperation between parties, and allocation of responsibility for legal costs or liabilities. Its core function is to ensure that both parties are aware of and prepared for any legal proceedings involving PCL, thereby minimizing uncertainty and clarifying how litigation risks are managed within the agreement.
The PCL Litigation. Seller or its designee shall prosecute, in its own name and at its expense, diligently, and without delay, the lawsuit brought by it against PCL Construction Services, Inc. et al, in the District Court of, and for Pitkin County, Colorado as Index #96 CV/6982 (the "PCL Litigation"). Buyer shall have the right to participate, at its sole cost and expense, in the prosecution and defense of the PCL Litigation. Seller shall have the right to settle the PCL Litigation provided in Seller's good faith judgment such settlement is fair and reasonable under the circumstances and Buyer is provided notice of such settlement prior to the entry into same. Seller shall keep Buyer informed on a regular basis with respect to the PCL Litigation and shall promptly provide Buyer with a copy of all papers filed or received by Seller in connection therewith, together with a copy of all correspondence related to the PCL Litigation and/or the proposed settlement thereof other than any attorney-client privileged documents unless such privilege has been waived. Any proceeds resulting from a settlement or a judgment in the PCL Litigation and the return of the escrow account at Citibank Private Bank #558415, if released to Seller pursuant to such judgment or settlement, as the case may be, shall be applied as follows: (a) up to $2,200,000.00 shall be paid to Buyer; and (b) any proceeds in excess of $2,200,000.00 shall be split equally between Buyer and Seller. Seller shall be solely liable for any adverse judgment in the PCL Litigation. Any such judgment may be paid from the PCL escrow account referred to above to the extent of funds available therein. Buyer shall have no rights with respect to the conduct or disposition of the PCL Litigation or the claims asserted by Seller therein or any right to control the disposition of the PCL escrow account, except as specifically set forth in this Agreement. Subject to the express provisions of this Agreement, Seller shall retain all rights and responsibilities with respect to the conduct of the PCL Litigation and the pursuit of all claims against PCL. Seller may elect in its sole and absolute discretion to seek arbitration or other dispute resolution with respect to the PCL Litigation. Buyer hereby agrees and acknowledges that Buyer is purchasing the Hotel with full knowledge of the claims alleged in the PCL Litigation and after conducting such investigation thereof as Buyer deems necessary and sufficient. Buyer further agrees and acknowledge...
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The PCL Litigation. Seller or its designee shall prosecute, in its own name and at its expense, diligently, and without delay, the lawsuit brought by it against PCL Construction Services, Inc. et al, in the District Court of, and for Pitkin County, Colorado as Index #96 CV/6982 (the "PCL Litigation"). Buyer shall have the right to participate, at its sole cost and expense, in the prosecution and defense of the PCL Litigation. Seller shall have the right to settle the PCL Litigation provided in Seller's good faith judgment such settlement is fair and reasonable under the circumstances and Buyer is provided notice of such settlement prior to the entry into same. Seller shall keep Buyer informed on a regular basis with respect to the PCL
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Related to The PCL Litigation

  • Third Party Litigation In the event that a Third Party institutes a patent or other infringement suit against any of NovaDel, PAR or HANA or any of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the Territory, infringes one or more patent or other intellectual property rights held by such Third Party (an “Infringement Suit”), the Parties shall cooperate with one another in defending such suit. PAR, as the NDA holder, shall have the first right to direct and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Product; provided, however, that PAR shall have the right to credit [***] percent ([***]%) of any amounts paid by PAR through judgment or settlement with respect to such country against the royalty payments to be paid by PAR to HANA with respect to the sale of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademark.

  • 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.

  • Pending Litigation Financial position and prospective long-term profitability of the Single Tenderer, and in the case the Tenderer is a JV, of each member of the JV, shall remain sound according to criteria established with respect to Financial Capability under paragraph I (i) above assuming that all pending litigation will be resolved against the Tenderer. Tenderer shall provide information on pending litigations as per Form CON-2.

  • Material Litigation Promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.01(f), and promptly after the occurrence thereof, notice of any material adverse change in the status or the financial effect on any Loan Party or any of its Subsidiaries of the Material Litigation from that described on Schedule 4.01(f) hereto.