GENERAL MATTERS AND RESERVATIONS Clause Samples
The 'General Matters and Reservations' clause serves as a catch-all section that addresses miscellaneous provisions and clarifies any rights or limitations not specifically covered elsewhere in the agreement. It typically includes statements about the parties' rights to make future changes, limitations on liability, or the reservation of certain rights not expressly granted. For example, it may specify that nothing in the contract waives a party's statutory rights or that certain obligations are subject to regulatory approval. This clause ensures comprehensive coverage of legal and procedural issues, preventing misunderstandings and safeguarding the parties' interests in areas not explicitly detailed in other sections.
GENERAL MATTERS AND RESERVATIONS. ▇. ▇▇▇▇▇▇▇▇▇▇ has denied and continues to deny each and all of the claims and contentions alleged in the Actions and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act that was alleged or that could have been alleged in the Actions. Stericycle believes that it has valid and complete defenses to the claims asserted against it in the Actions and denies that it committed any violations of law, engaged in any unlawful act or conduct or that there is any basis for liability for any of the claims that have been, are or might have been alleged in the Actions. Without in any way limiting the scope of this denial, Stericycle denies that its pricing practices were, are or have been in violation of its contracts with any customers or with the laws of any state. Nonetheless, Stericycle has concluded that it is desirable that the Actions be fully and finally settled in the matter and upon the terms and conditions set forth in this Agreement.
B. The obligation of the Parties to conclude the proposed Settlement is and shall be contingent upon each of the following:
1. Entry by the Court of the Final Order and Final Judgment approving the Settlement, from which the time to appeal has expired or which has remained unmodified after any appeal(s); and
2. Any other conditions stated in this Agreement.
C. The Parties and their counsel agree to keep the existence and contents of this Agreement confidential until the date on which the Motion for Preliminary Approval is filed; provided, however, that this Section shall not prevent (1) Stericycle from disclosing such information, prior to the date on which the Motion for Preliminary Approval is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers or attorneys; (2) Stericycle from disclosing such information based on the substance of this Agreement; and/or (3) the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co-counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Agreement.
GENERAL MATTERS AND RESERVATIONS.
▇. ▇▇▇▇▇▇ has denied and continues to deny each and all of the claims and contentions alleged in the Action and the Related Action, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Action or the Related Action. Toyota believes that it has valid and complete defenses to the claims asserted against it in the Action and the Related Action and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Action or the Related Action. Nonetheless, Toyota has concluded that it is desirable that the Action and the Related Action be fully and finally settled in the matter and upon the terms and conditions set forth in this Settlement Agreement.
B. The obligation of the Parties to conclude the Settlement Agreement is and shall be contingent upon each of the following:
1. Entry by the Court of the Final Order and Final Judgment approving the Settlement Agreement, from which the time to appeal has expired or which has remained unmodified after any appeal(s); and
2. Any other conditions stated in this Settlement Agreement.
C. The Parties and their counsel agree to keep the existence and contents of this Settlement Agreement confidential until the date on which the Motion for Preliminary Approval is filed; provided, however, that this Section shall not prevent Toyota from disclosing such information, prior to the date on which the Motion for Preliminary Approval is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers, or attorneys, based on the substance of this Settlement Agreement. Nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co-counsel, and/or administrators) to whom the Parties agree disclosure must be made to effectuate the terms and conditions of this Settlement Agreement.
D. Class Representatives and Class Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed to, on the condition that neither Class Representatives nor their counsel may disclose it to third parties (other than experts or consultants retained by Class Representatives in connection with the Action or the Rela...
GENERAL MATTERS AND RESERVATIONS. 169. New GM has denied and continues to deny each and all of the claims and contentions alleged in the Actions, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Actions. New GM believes that it has valid and complete defenses to the claims asserted against it in the Actions and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Actions. New GM further believes that no class could be certified or maintained for litigation or for trial. Nonetheless, New GM has concluded that it is desirable that the Actions be fully and finally settled upon the terms and conditions set forth in this Agreement, as do the GUC Trust and Plaintiffs. The GUC Trust has denied and continues to deny each and all of the claims and contentions alleged in the Late Claims Motions and any Proposed Proofs of Claim filed concerning the Subject Vehicles, and has denied and continues to deny that it or Old GM has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Late Claims Motions or the Proposed Proofs of Claim. The GUC Trust believes that it has valid and complete defenses to the claims asserted against it in the Late Claims Motions and the Proposed Proofs of Claim and denies that it or Old GM committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Late Claims Motions and the Proposed Proofs of Claim. The GUC Trust further believes that no class could be certified or maintained for litigation or for trial. Nonetheless, the GUC Trust has concluded that it is desirable that the Late Claims Motions and the Proposed Proofs of Claim be fully and finally settled as against the GUC Trust (but not with respect to the AAT) upon the terms and conditions set forth in this Agreement, as do the New GM and Plaintiffs.
GENERAL MATTERS AND RESERVATIONS. 15.1. Each Party to this Agreement hereby represents and warrants that no other Party, and no other person, has made any statement or representation to him or it other than as is set forth in this Agreement and each Party has not relied upon any statement, representation, or promise of any other Party or person in executing this Agreement in making the settlement provided for herein.
15.2. Each Party specifically acknowledges this Agreement, except as provided herein, supersedes any prior agreement between the Parties, whether written or oral, and this Agreement constitutes the entire, integrated understanding of the Parties. This Agreement may only be amended by a writing signed by all Parties.The Parties reserve the right, subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Agreement.
15.3. The Class, Class Representatives, Class Counsel, Defendant and/or Defendant’s Counsel shall not be deemed to be the drafter of this Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Agreement was drafted by counsel for the Parties during extensive arm’s length negotiations. No parole or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Agreement was made or executed.
15.4. The Parties expressly acknowledge and agree that this Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of California Evidence Code Section 1152. In no event shall this Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action or in any other action or proceeding, except in a proceeding to enforce this Agreement. Without limiting the foregoing, neither this Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as, or deemed to be evidence of, an admission or concession of any liability or wrongdoing whatsoever on the part of the Released Parties, Plaintiff, or the Class or as a waiver by the Released ...
GENERAL MATTERS AND RESERVATIONS. A. Except as otherwise set forth herein, the obligation of the Parties to conclude the proposed Settlement is and shall be contingent upon entry by the Court of the Final Order and Final Judgment approving this Agreement and the Settlement, from which the time to appeal has expired or which has remained unmodified after any appeal(s).
B. This Agreement reflects, among other things, the compromise and settlement of disputed claims among the Parties hereto, and neither this Agreement nor the Releases provided in it, nor any consideration for this Agreement, nor any actions taken to carry out this Agreement are intended to be, nor may they be deemed or construed to be, an admission or concession of liability, or the validity of any claim, or defense, or of any point of fact or law (including but not limited to matters respecting class certification) on the part of any Party. ▇▇▇ expressly denies the allegations of Plaintiffs’ complaints. Neither this Agreement, nor the fact of settlement, nor the settlement proceedings, nor settlement negotiations, nor any related document, shall be used as an admission of any fault or omission by ▇▇▇, or be offered or received in evidence as an admission, concession, presumption, or inference of any wrongdoing by ▇▇▇ in any proceeding, other than such proceedings
C. The Parties and their counsel agree to keep the existence and contents of this Agreement confidential until the date on which this Agreement is filed with the Court, provided, however, that this section shall not prevent ▇▇▇ from disclosing such information, prior to the date on which this Agreement is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers, indemnitees, or attorneys, nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co- counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Agreement; provided further, that ▇▇▇ may disclose publicly the terms of the Agreement that it deems necessary to carry out its business operations and obligations and to meet its regulatory obligations or fiduciary duties.
D. Plaintiffs and Plaintiffs’ Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed, on the condition that neither Plaintiffs nor their counsel may disc...
GENERAL MATTERS AND RESERVATIONS. 103. USFL’s consent to the Court’s exercise of personal jurisdiction is limited to the Lawsuit and is strictly made for the limited purpose of implementing this nationwide class Settlement. USFL’s consent to jurisdiction shall not operate as a waiver in any other litigation. In the event this Settlement Agreement is terminated in accordance with Section XII or if the Final Settlement Date is not attained for any reason, USFL’s consent to the Court’s exercise of personal jurisdiction will be considered withdrawn.
GENERAL MATTERS AND RESERVATIONS. 78 IN THE MATTER OF METROPOLITAN LIFE INSURANCE COMPANY ____________________________________/ REGULATORY SETTLEMENT AGREEMENT
GENERAL MATTERS AND RESERVATIONS. This Settlement Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Parties with respect to its subject matter and it may not be altered, amended, or modified except by written instrument executed by Class Counsel and LifeLock’s Counsel. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Settlement Agreement exist among or between them and that in deciding to enter into this Settlement Agreement, they are relying solely upon their own judgment and knowledge. This Settlement Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Settlement Agreement.
GENERAL MATTERS AND RESERVATIONS. 14.1 This Settlement Agreement will be binding upon, and inure to the benefit of, the successors, heirs, transferees, and assigns of the Defendants, the Plaintiffs, and the Settlement Class Members.
14.2 The Parties agree and acknowledge that (1) no government or governmental entity is a party to the Actions or to this Settlement Agreement, but such entities are not excluded from the Settlement Class; (2) each Party is entering into this Settlement
GENERAL MATTERS AND RESERVATIONS. A. The obligations of the Settling Parties to consummate the Agreement are conditioned upon the occurrence of each of the following:
1. entry by the Court of the Preliminary Approval Order in substantially the form attached as Exhibit B, with changes only as approved by the Settling Parties;
2. entry by the Court of the Order Approving Settlement and Judgment in substantially the form attached as Exhibit D, with changes only as approved by the Settling Parties; and
3. the Final Settlement Date.
B. The Settling Parties intend this Agreement to be a final and complete resolution of all Claims arising out of Released Securities Holder/Company Claims that have been or could have been asserted by any Securities Holder derivatively or by the Company directly against Releasees or any of them. The Settling Parties agree not to assert in any forum that the Action was brought (on the one hand) or that the Company or the Individual Defendants defended the Action (on the other hand) in bad faith or without a reasonable basis. The Settling Parties shall not assert any Claims relating to the prosecution, defense or settlement of the Action except as necessary to enforce this Agreement. The Settling Parties agree that the settlement relief provided in the Agreement and the terms of this Agreement were negotiated at arm’s-length in good faith by the Settling Parties and reflect a Settlement that was reached voluntarily after consultation with experienced counsel.