No Litigation Clause Example with 19 Variations from Business Contracts

No Litigation. Prior to the Termination Date, each party hereby covenants and agrees that it shall not, and shall not permit any of its Representatives to, directly or indirectly, alone or in concert with others, encourage, pursue or assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court (each, a "Legal Proceeding") against the other party or any of its Representatives, Representatives based on information known or unknown as of the date of this Agreement, except for... (a) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this Agreement and (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates; provided, however, that the foregoing shall not prevent any party or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion of such party or any of its Representatives; provided, further, that in the event any party or any of its Representatives receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the other party (except where such notice would be legally prohibited or not practicable). Each party represents and warrants that neither it nor any assignee has filed any lawsuit against the other party. 6 6. Public Statements; SEC Filings. (a) On the date of this Agreement, the Company shall issue a press release (the "Press Release") announcing this Agreement, substantially in the form attached hereto as Exhibit A. Prior to the issuance of the Press Release, neither the Company nor Outerbridge shall issue any press release or public announcement regarding this Agreement without the prior written consent of the other party. (b) Within 2 business days following the date of this Agreement, the Company shall submit to the SEC for filing a Current Report on Form 8-K setting forth a brief description of the terms of this Agreement, including the appointment of Ms. Carpenter to the Board, and appending this Agreement as an exhibit thereto (the "Form 8-K"). The Company shall provide Outerbridge and their Representatives with a reasonable opportunity to review and comment on the Form 8-K prior to the submission to the SEC and consider in good faith any comments of Outerbridge and their Representatives. (c) Except for the issuance of the Press Release and the submission of the Form 8-K, no party shall issue any press release or other public statement (including in any filing required under the Exchange Act) about the subject matter of this Agreement or the other party, except as required by law, Legal Requirement or applicable stock exchange listing rules or with the prior written consent of the other party and otherwise in accordance with this Agreement. (d) On the date of this Agreement, each party shall take down the websites that were established specifically in connection with the contested solicitation for the 2021 Annual Meeting prior to the execution of this Agreement. View More

No Litigation. Prior to Each Party agrees that, from the Termination Date, each party hereby covenants and agrees date of this Agreement until the date that is fifteen (15) calendar days after the date on which Mr. Postma (or any Replacement Director serving on the Board in the place of Mr. Postma) no longer serves on the Board, it shall not, and shall not permit any of its Representatives to, directly or indirectly, alone or in concert with others, encourage, pursue institute, solicit, join or assist any othe...r person to threaten or initiate, in any lawsuit, claim or proceeding before any court or government agency (each, a "Legal Proceeding") against the other party Party, any Affiliate of the other Party or any of its Representatives, their respective current or former directors or officers, except for (a) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this Agreement and (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party Party or its Affiliates against the other party Party or its Affiliates; provided, however, that the foregoing shall not prevent any party Party or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion of such party or any of its Representatives; Party; provided, further, that in the event any party Party or any of its Representatives receives such Legal Requirement, such party Party shall give prompt written notice of such Legal Requirement to the other party Party (except where such notice would be legally prohibited or not practicable). Each party Party represents and warrants that neither it nor any assignee has filed any lawsuit against the other party. Party. -7- 8. Public Announcements. Promptly following the execution of this Agreement, the Company shall issue a press release in the form set forth on Exhibit B (the "Press Release") and file a Current Report on Form 8-K in the form previously agreed by the Parties. Prior to the issuance of the Press Release and the Form 8-K, neither the Company (including the Board or any committee thereof) nor WaterMill nor any of their respective Affiliates or Associates shall issue any press release or make any public announcement regarding this Agreement or the matters contemplated thereby without the prior written consent of the other Party. During the Standstill Period, no Party or any of its Affiliates shall make any public statement (including in any filing required under the Exchange Act) that is inconsistent or contrary to the terms of this Agreement. View More

No Litigation. Prior to the Termination Date, each Each party hereby covenants and agrees that it shall not, and shall not permit any of its Representatives Affiliates or Associates to, directly or indirectly, alone or in concert with others, encourage, pursue pursue, or assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court (each, a "Legal Proceeding") against the any other party or any of its Representatives, Affiliates or Associates, based on claims arising out of... any facts known or that should have been known by such party as of the date of this Agreement, except for (a) any Legal Proceeding initiated primarily solely to remedy a breach of or to enforce this Agreement and (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates; Agreement; provided, however, that the foregoing shall not prevent any party hereto or any of its Representatives Affiliates or Associates from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, or on behalf of of, or at the direct or indirect suggestion of of, such party or any of its Representatives; Affiliates or Associates; provided, further, that in the event any party hereto or any of its Representatives Affiliates or Associates receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the such other party (except where such notice would be legally prohibited or not practicable). Each party of the parties hereto represents and warrants that neither it nor any assignee has filed any lawsuit against the any other party. 15 12. No Concession or Admission of Liability. This Agreement is being entered into for the purpose of avoiding litigation, uncertainty, controversy and legal expense, constitutes a compromise and settlement entered into by each party hereto, and shall not in any event constitute, be construed or deemed a concession or admission of any liability or wrongdoing of any of the parties hereto. View More

No Litigation. Prior to the Termination Date, each Each party hereby covenants and agrees that it shall not, and shall not permit any of its Representatives Affiliates or Associates to, directly or indirectly, alone or in concert with others, encourage, pursue pursue, or assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court (each, a "Legal Proceeding") against the any other party or any of its Representatives, Affiliates or Associates, based on claims arising out of... any facts known or that should have been known by such party as of the date of this Agreement, except for (a) any Legal Proceeding initiated primarily solely to remedy a breach of or to enforce this Agreement and (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates; Agreement; provided, however, that the foregoing shall not prevent any party hereto or any of its Representatives Affiliates or Associates from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, or on behalf of of, or at the direct or indirect suggestion of of, such party or any of its Representatives; Affiliates or Associates; provided, further, that in the event any party hereto or any of its Representatives Affiliates or Associates receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the such other party (except where such notice would be legally prohibited or not practicable). Each party of the parties hereto represents and warrants that neither it nor any assignee has filed any lawsuit against the any other party. 20 13. No Concession or Admission of Liability. This Agreement is being entered into for the purpose of avoiding litigation, uncertainty, controversy and legal expense, constitutes a compromise and settlement entered into by each party hereto, and shall not in any event constitute, be construed or deemed a concession or admission of any liability or wrongdoing of any of the parties hereto. View More

No Litigation. Prior to the Termination Date, each party hereby covenants and agrees that it shall not, and shall not permit any of its Representatives to, directly or indirectly, alone or in concert with others, encourage, pursue or assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court (each, a "Legal Proceeding") against the other party or any of its Representatives, except for (a) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this A...greement and Agreement, (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates; Affiliates, (c) the exercise of statutory appraisal rights, (d) making any claim as a stockholder of the Company in connection with any class action proceeding brought by a named plaintiff other than any Investor, so long as such plaintiff has not been assisted by any Investor with respect to such class action proceeding, and (e) enforcing such party's rights as a stockholder of the Company (other than initiating a stockholder derivative demand); provided, however, that the foregoing shall not prevent any party or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion of such party or any of its Representatives; provided, further, that in the event any party or any of its Representatives receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the other party (except where such notice would be legally prohibited or not practicable). Each party represents and warrants that neither it nor any assignee has filed any lawsuit against the other party. Each of the parties shall not, and shall instruct their respective Affiliates not to, directly or indirectly, engage or continue to engage or use any private investigations firm or other person to investigate the other party or any Representative of the other party. 6 6. Form 8-K Filing. No later than two (2) Business Days following the date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K reporting its entry into this Agreement, disclosing applicable items to conform to its obligations hereunder and appending this Agreement as an exhibit thereto (the "Form 8-K"). The Form 8-K shall be consistent with the terms of this Agreement. The Company shall provide the Investors and their Representatives with a reasonable opportunity to review and comment on the Form 8-K prior to the filing with the SEC and consider in good faith any comments of the Investors and their Representatives. View More

No Litigation. Prior to the Termination Date, each Each party hereby covenants and agrees that it shall not, and shall not permit any of its Representatives Affiliates or Associates to, directly or indirectly, alone or in concert with others, encourage, pursue pursue, or assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court (each, a "Legal Proceeding") against the any other party or any of its Representatives, Affiliates or Associates, based on claims arising out of... any facts known or that should have been known by such party as of the date of this Agreement, except for (a) any Legal Proceeding initiated primarily solely to remedy a breach of or to enforce this Agreement and (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates; Agreement; provided, however, that the foregoing shall not prevent any party hereto or any of its Representatives Affiliates or Associates from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, or on behalf of of, or at the direct or indirect suggestion of of, such party or any of its Representatives; Affiliates or Associates; provided, further, that in the event any party hereto or any of its Representatives Affiliates or Associates receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the such other party (except where such notice would be legally prohibited or not practicable). Each party of the parties hereto represents and warrants that neither it nor any assignee has filed any lawsuit against the any other party. View More

No Litigation. Prior to the Termination Date, each party hereto hereby covenants and agrees that it shall not, and shall not permit any of its Representatives to, directly or indirectly, alone or in concert with others, encourage, pursue or assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court (each, a "Legal Proceeding") against the any other party or any of its Representatives, except for (a) any Legal Proceeding initiated primarily to remedy a breach of or to enf...orce this Agreement and (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates; provided, however, that the foregoing shall not prevent any party hereto or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion of such party or any of its Representatives; provided, further, that in the event any party hereto or any of its Representatives receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the such other party (except where such notice would be legally prohibited or not practicable). Each party of the parties hereto represents and warrants that neither it nor any assignee has filed any lawsuit against the any other party. 4 7. SEC Filings. No later than two Business Days following the date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K reporting its entry into this Agreement, disclosing applicable items to conform to its obligations hereunder and appending this Agreement as an exhibit thereto (the "Form 8-K"). The Form 8-K shall be consistent with the terms of this Agreement and the Press Release. The Company shall provide the EC Parties and their Representatives with a reasonable opportunity to review and comment on the Form 8-K prior to the filing with the SEC and consider in good faith any comments of the EC Parties and their Representatives. View More

No Litigation. Prior to the Termination Date, each party hereby covenants and agrees that it shall not, and shall not permit any of its Representatives to, directly or indirectly, alone or in concert with others, encourage, pursue or assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court (each, a "Legal Proceeding") against the other party or any of its Representatives, except for (a) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this A...greement and Agreement, (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates; Affiliates, (c) the exercise of statutory appraisal rights, (d) making any claim as a stockholder of the Company in connection with any class action proceeding brought by a named plaintiff other than any Investor, so long as such plaintiff has not been assisted by any Investor with respect to such class action proceeding, and (e) enforcing such party's rights as a stockholder of the Company (other than initiating a stockholder derivative demand); provided, however, that the foregoing shall not prevent any party or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion of such party or any of its Representatives; provided, further, that in the event any party or any of its Representatives receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the other party (except where such notice would be legally prohibited or not practicable). Each party represents and warrants that neither it nor any assignee has filed any lawsuit against the other party. Each of the parties shall not, and shall instruct their respective Affiliates not to, directly or indirectly, engage or continue to engage or use any private investigations firm or other person to investigate the other party or any Representative of the other party. View More

No Litigation. Prior to Until the Termination Date, each party hereto hereby covenants and agrees that it shall not, and shall not permit any of its Representatives (solely in the context of such Representatives' representation of such party in connection with the subject matter of this Agreement) to, directly or indirectly, alone or in concert with others, encourage, pursue pursue, or assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court (each, a "Legal Proceeding"...) against the any other party or any of its Representatives, based on claims arising out of any facts known, or that, reasonably, should have been known, by such party as of the Effective Date, except for (a) any Legal Proceeding initiated primarily solely to remedy a breach of of, or to enforce enforce, this Agreement and (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates; Agreement; provided, however, that the foregoing shall not prevent any party hereto or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, or on behalf of of, or at the direct or indirect suggestion of of, such party or any of its Representatives; provided, further, that in the event any party hereto or any of its Representatives receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the such other party prior to complying with the Legal Requirement (except where such notice would be legally prohibited or not practicable). Each party of the parties hereto represents and warrants that neither it nor any assignee has filed any lawsuit against the any other party. View More

No Litigation. Prior to the Termination Date, each party Party hereby covenants and agrees that it shall not, and shall not permit any of its Representatives representatives acting on its behalf to, directly or indirectly, alone or in concert with others, encourage, pursue or assist any other person to pursue, threaten or initiate, initiate any lawsuit, claim or proceeding before any court (each, a "Legal Proceeding") against the other party or any of its Representatives, Party, except for (a) any Legal Procee...ding initiated primarily to remedy a breach of or to enforce this Agreement and Agreement; (b) counterclaims with respect to any proceeding Legal Proceeding initiated by, or on behalf of one party Party or its Affiliates against the other party Party or its Affiliates; (c) any Legal Proceeding initiated primarily to exercise a Party's statutory appraisal rights; or (d) any Legal Proceeding initiated primarily by the Pale Fire Parties to receive damages or settlement proceeds in their capacities as stockholders of the Company in connection with a class action proceeding brought by a named plaintiff other than the Pale Fire Parties; provided, however, that the foregoing shall not prevent any party Party or any of its Representatives representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion of such party Party or any of its Representatives; representatives acting on its behalf; provided, further, that in the event any party Party or any of its Representatives representatives receives such a Legal Requirement, such party Party shall give prompt written notice of such Legal Requirement to the other party Party (except where such notice would be legally prohibited or not practicable). Each party Party represents and warrants that neither that, as of the date of this Agreement, it nor any assignee has not filed any lawsuit against the other party. Party. View More