Disclosed Litigation Clause Samples
The Disclosed Litigation clause requires parties to reveal any ongoing or pending legal proceedings that could affect the agreement or the parties' ability to fulfill their obligations. Typically, this involves providing a list or summary of lawsuits, regulatory actions, or investigations in which a party is currently involved. By mandating such disclosure, the clause ensures transparency and allows the other party to assess potential risks, thereby preventing surprises and facilitating informed decision-making.
Disclosed Litigation. On May 16, 2006, Snap-on reached an agreement to settle certain legal matters related to certain then current and former franchisees on a class basis. The court gave its final approval to the class settlement on October 27, 2006. Under the terms of the settlement, Snap-on agreed to make payments to claimants and class counsel, plus incur certain other costs and expenses. Snap-on recorded a $38.0 million pretax charge in the second quarter of 2006 representing its best estimate to settle these legal matters. As of June 30, 2007, the majority of the settlement funds, including payments to the class participants made in the first quarter of 2007, have been disbursed. Snap-on has not admitted any wrongdoing by way of this settlement. U.S.$ Dated: , 200 FOR VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATED, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of (the “Lender”) for the account of its Applicable Lending Office on the Termination Date applicable to the Lender (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Five Year Credit Agreement dated as of [ ], 2007 among the Borrower, the Lender and certain other lenders parties thereto, ▇.▇. ▇▇▇▇▇▇ Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent at its account maintained at [ ], in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal...
Disclosed Litigation. On July 23, 2004, the Borrower filed an 8-K with the SEC regarding an agreement it has reached with the U.S. Department of Justice to resolve the government audit, previously discussed in the Borrower’s 2003 Annual Report and Form 10-K, relating to two contracts with the U.S. General Services Administration (GSA). The Borrower has agreed to settle the claims over the interpretation and application of the price reduction and billing provisions of these contracts for sales from March 1996 through the settlement date for $10 million. As a result, the Borrower will incur a pretax charge of $3.6 million, or $0.04 per diluted share, in its second quarter for costs not previously accrued. This charge was not contemplated in the Borrower’s full-year 2004 earnings outlook. As noted in the Borrower’s 2003 Annual Report and Form 10-K, the Borrower has government contracts with federal departments and agencies, two of which were under audit by the GSA. The two contracts involve sales from March 1996 through February 2001, and sales since February 2001. The primary focus of these audits concerned the interpretation and application of the price reduction provisions. On March 2, 2004, the government provided the Borrower with a claim estimate of approximately $12 million relating to the audited contract periods from July 1997 through May 2002. Additional amounts could have been claimed by the government for contract periods not covered by these audits. The settlement releases the Borrower from civil claims and penalties under the price reduction and billing provisions of the contracts for the full contract periods through the settlement date. The settlement does not preclude the government from pursuing any administrative remedies that it would have as a normal right to pursue under any contract. The Borrower cooperated with the audit and investigation and agreed to the settlement in order to resolve these matters and avoid protracted litigation. Throughout the audit resolution period, the Borrower has continued to sell to the government, and the Borrower believes that it has maintained good customer relationships with the GSA. The Borrower intends to negotiate with the GSA new or amended contract terms in an effort to avoid similar matters. U.S.$_______________ Dated: _______________, 200_ FOR VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATED, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of _________________________ (the “Lender”) for...
Disclosed Litigation. While not giving an opinion as to whether any item is “reasonably likely to have a Material Adverse Effect,” we hereby disclose the litigation matters as stated in our Form 10-Q for the quarter ended June 30, 2006, as follows: We are subject to various federal, state, local and foreign government requirements relating to the protection of the environment. We believe that, as a general matter, our policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage and personal injury and that our handling, manufacture, use and disposal of hazardous or toxic substances are in accord with environmental and safety laws and regulations. However, mainly because of past operations and operations of predecessor companies, we, like other companies engaged in similar businesses, have incurred remedial response and voluntary cleanup costs for site contamination and are a party to lawsuits and claims associated with environmental and safety matters, including past production of products containing toxic substances. Additional lawsuits, claims and costs involving environmental matters are likely to continue to arise in the future. With respect to environmental matters involving site contamination, we continually conduct studies, individually or jointly with other potentially responsible parties, to determine the feasibility of various remedial techniques to address environmental matters. It is our policy to record appropriate liabilities for environmental matters when remedial efforts or damage claim payments are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our accruals. We expect to fund expenditures for these matters from operating cash flow. The timing of cash expenditures depends on a number of factors, including the timing of litigation and settlements of remediation liability, personal injury and property damage claims, regulatory ap...
Disclosed Litigation. Along with other vehicle manufacturers, the company and certain of its subsidiaries have been subject to an increase in the number of asbestos-related claims in recent years. Management believes that such claims will not have a material adverse affect on the company’s financial condition or results of operations. In general these claims relate to illnesses alleged to have resulted from asbestos exposure from component parts found in older vehicles, although some cases relate to the presence of asbestos in company facilities. In these claims the company is not the sole defendant, and the claims name as defendants numerous manufacturers and suppliers of a wide variety of products allegedly containing asbestos. Management has strongly disputed these claims, and it has been the company’s policy to defend against them vigorously. Historically, the actual damages paid out to claimants have not been material to the company’s results of operations and financial condition. However, management believes the company and other vehicle manufacturers are being more aggressively targeted, largely as a result of bankruptcies of manufacturers of asbestos and products containing asbestos. It is possible that the number of these claims will continue to grow, and that the costs for resolving asbestos related claims could become significant in the future
Disclosed Litigation. Exhibits Exhibit A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Competitive Bid Note Exhibit B-1 - Form of Notice of Revolving Credit Borrowing Exhibit B-2 - Form of Notice of Competitive Bid Borrowing Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Assumption Agreement Exhibit E - Form of Notice of Extension of Termination Date 364-DAY CREDIT AGREEMENT Dated as of July 17, 2002 MONSANTO COMPANY, a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the Lenders (as hereinafter defined), SALOMON SMITH BARNEY INC. and J.P. MORGAN SECURITIES INC., ▇▇ ▇▇▇▇▇ ▇▇▇▇ a▇▇▇▇▇▇rs and joint ▇▇▇▇▇▇▇▇▇▇s (the "Joint Lead Arrangers"), JPMORGAN CHASE BANK, as syndication agent, and COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES ("Commerzbank"), THE BANK OF TOKYO-MITSUBISHI, LTD. and BANK ONE, NA, as co-documentation agent, agree as follows:
Disclosed Litigation. For purposes of completeness, the following constitutes a list of the significant current claims and litigation involving the Borrowers, although not all claims and litigation. Inclusion on this Schedule does not necessarily imply that any such litigation or potential claim could be reasonably likely to have a Material Adverse Effect.
Disclosed Litigation. A description of all Disclosed Litigation which has been deemed acceptable by Buyer.
Disclosed Litigation. Employment Litigation
Disclosed Litigation. Environmental Litigation. Corning has been named by the Environmental Protection Agency (the Agency) under the Superfund Act or by state governments under similar state laws, as a potentially responsible party for 17 active hazardous waste sites. Under the Superfund Act, all parties who may have contributed any waste to a hazardous waste site, identified by the Agency, are jointly and severally liable for the cost of cleanup unless the Agency agrees otherwise. It is Corning’s policy to accrue for its estimated liability related to Superfund sites and other environmental liabilities related to property owned by Corning based on expert analysis and continual monitoring by both internal and external consultants. At December 31, 2012 and 2011, Corning had accrued approximately $21 million (undiscounted) and $25 million (undiscounted), respectively, for the estimated liability for environmental cleanup and related litigation. Based upon the information developed to date, management believes that the accrued reserve is a reasonable estimate of the Company’s liability and that the risk of an additional loss in an amount materially higher than that accrued is remote.
Disclosed Litigation. On September 13, 1996, a class action lawsuit titled McCa▇▇▇▇▇▇, ▇▇ al.