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 acting on its behalf to, directly or indirectly, alone or in concert with others, knowingly encourage, pursue or assist any other person to threaten or initiate, any lawsuit, action, suit, claim or proceeding before any court (each, a "Legal Proceeding") against the other party or any of its Representatives, except for (a) claims arising out of facts not known ...by such party as of the date hereof, (b) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this Agreement and (b) (c) counterclaims and affirmative defenses with respect to any proceeding Legal Proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates; provided, however, that the foregoing this Section 5 shall not prevent any party or any of its Representatives from (i) 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). practicable); (ii) bringing bona fide commercial disputes that do not in any manner relate to the subject matter of this Agreement; (iii) exercising statutory appraisal rights; or (iv) responding to or complying with a validly issued legal process. Each party represents and warrants that neither it nor any assignee has filed any lawsuit Legal Proceeding against the other party. View More

No Litigation. Prior to the Termination Date, each 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 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 should have known by suc...h party as of the Effective Date, 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 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 (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 Each Party agrees that, during the Termination Date, each party hereby covenants and agrees that Standstill Period, 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 other 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 ot...her 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 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 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. 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 and (d) 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 request 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, to the extent permitted by applicable law, 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 as of the date hereof, neither it nor any assignee has filed any lawsuit against the other party. 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 threaten, initiate or pursue, or assist any other person to threaten encourage, threaten, initiate or initiate, pursue, any lawsuit, claim or proceeding before any court (each, a "Legal Proceeding") against the other party or any of its Representatives, Representatives based on infor...mation 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 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 (1) 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. For purposes of this Section 5, the term "party" shall refer to the Company or the Investor Group, as applicable. View More

No Litigation. Prior to During the Termination Date, Standstill Period, 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") Legal Proceeding against the other party or any of its Representatives, Representatives based on information known or 6 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") any Legal Requirement in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of 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 by Law or not practicable). Each party represents and warrants that neither it nor any assignee has filed any lawsuit Legal Requirement against the other party. View More

No Litigation. Prior to Until the Termination Date, second anniversary of this Agreement, 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 initiat...ed primarily to remedy a breach of or to enforce this Agreement Agreement, (b) any Legal Proceeding related to the election of the New Director and (b) (c) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its -4- 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. Party. View More

No Litigation. Prior to During the Termination Date, Standstill Period, 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, initiate any lawsuit, claim or proceeding before any court (each, a "Legal Proceeding") 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") any Legal Requirement in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of 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 by Law or not practicable). Each party represents and warrants that neither it nor any assignee has filed any lawsuit Legal Proceeding against the 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) (i) any Legal Proceeding initiated primarily to remedy a breach of or to... enforce this Agreement and (b) Agreement, (ii) 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 and (iii) the exercise of statutory appraisal rights; 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. View More