Private Proceedings Clause Samples

The Private Proceedings clause establishes that any disputes, claims, or legal actions arising from the agreement will be handled confidentially and not in open court or public forums. Typically, this means that proceedings such as arbitration or mediation are conducted in private, with access to hearings, documents, and outcomes restricted to the involved parties and their representatives. This clause serves to protect sensitive business information, maintain privacy, and prevent reputational harm by keeping dispute resolution out of the public eye.
Private Proceedings. (a) Each of the parties hereto hereby covenants and agrees that the Dissent Proceedings and the Oppression Claim (collectively, the “Private Proceedings”) shall be conducted by private confidential dispute resolution in accordance with Schedule “B” attached hereto. Subject to completion of the Arrangement, the Purchaser agrees that the Securityholders shall be paid 80% of the Consideration in respect of each Subject Share within two Business Days following the Effective Date, with the remaining 20% of the Consideration (plus interest on such 20% from the Effective Date to the date of payment thereof at a per annum rate equal to the Canada 1 Year Treasury Bi▇▇ ▇▇▇▇▇ ▇t the close of business on the Effective Date) payable within two Business Days following the final determination of the Dissent Proceedings (or any settlement thereof) in accordance with Schedule “B” attached hereto. (b) The Purchaser and Rio Tinto agree that, for the purposes of the Private Proceedings only, and without prejudice to any other proceedings, including the US Class Action, the Purchaser and Rio Tinto shall be liable to satisfy any amount ordered to be paid to the Securityholders notwithstanding that the claims asserted and amounts ordered to be paid in the Private Proceedings are in respect of claims against Affiliates of Rio Tinto or the Purchaser, including the Company, that are not parties to this Agreement. For the avoidance of doubt, Rio Tinto and the Purchaser reserve their rights to argue that any claims asserted lack merit.
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Private Proceedings. When an employee is required to appear as a witness or a party in any proceeding not connected with official city duty, the employee shall be permitted to attend. The employee may use accrued vacation or compensatory time or leave without pay.
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Related to Private Proceedings

  • Corporate Proceedings All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.

  • Pending Proceedings Borrower is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of Borrower, threatened against or affecting Borrower or the Development, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to Borrower, materially affect Borrower's ability to repay the Loan or impair the security to be given to the County pursuant hereto.

  • Administrative Proceedings With a view to administering in a consistent, impartial, and reasonable manner all measures of general application affecting matters covered by this Agreement, each Party shall ensure, in its administrative proceedings applying measures to particular persons, goods, or services of the other Party in specific cases, that: (a) wherever possible, persons of the other Party that are directly affected by a proceeding are provided with reasonable notice, in accordance with the Party's procedures, when a proceeding is initiated, including a description of the nature of the proceeding, a statement of the legal authority under which the proceeding is initiated, and a general description of any issues in controversy; (b) such persons are afforded a reasonable opportunity to present facts and arguments in support of their positions prior to any final administrative action, when time, the nature of the proceeding, and the public interest permit; and (c) its procedures are in accordance with its law.

  • Litigation; Proceedings Except as specifically disclosed in the Disclosure Materials, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any Transaction Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

  • Litigation and Proceedings There are no actions, suits, -------------------------- proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.