Settlement Conditions Clause Samples

Settlement Conditions. The Settling Parties agree to the following general conditions: 2.1 If approved, the Settlement resolves all pending issues among the parties in A.▇▇-▇▇-▇▇▇, except those expressly noted in footnote 3 below.3 2.2 Because the Settling Parties crafted this Settlement by agreeing to concessions and trade-offs among themselves, the various elements of this Settlement are intimately interrelated, and should not be altered as the Settlement is a package solution that strives to balance and align the interests of each party. The Settling Parties intend the Settlement to be interpreted and treated as a unified, integrated document. In the event the Commission rejects or modifies this Settlement, the Settling Parties reserve their rights under Rule 12. 2.3 This Settlement and its Attachment(s) embody the entire understanding and agreement of the Settling Parties with respect to the matters addressed and described herein, and supersedes prior oral or written agreements, principles, negotiations, statements, representations, or understandings among the Settling Parties with respect to those matters. 2.4 Following Rule 12.5, the Settling Parties agree that this Settlement should not constitute precedent regarding any principle or issue in this proceeding or in any future proceeding. 2.5 The Settling Parties agree that this Settlement is reasonable in light of the whole record and all of the available information in this proceeding, is consistent with California law, and is in the public interest. 2.6 The Settling Parties agree that no provision of this Settlement shall be construed against any Settling Party because that Settling Party or its counsel or advocate drafted the provision. 2.7 This Settlement may be amended or changed only by written agreement signed by the Settling Parties. 2.8 The Settling Parties shall jointly request and actively support Commission approval of this Settlement. 2.9 This document may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 2.10 This Settlement shall become effective among the Settling Parties on the date the last party executes the Settlement as indicated below. 2.11 In witness thereof, intending to be legally bound, the Settling Parties hereto have duly executed this Settlement on behalf of the Settling Parties they represent.

Settlement Conditions. (a) The Purchaser’s obligations under this Agreement to purchase, to accept delivery of and to pay for the Series 2025 Bonds at the Settlement shall be conditioned, at the option of the Purchaser, to the accuracy in all material respects of the representations and covenants of the Issuer contained herein as of the Settlement Date as if made on the Settlement Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or other document furnished pursuant to the provisions hereof, to the performance by the Issuer, as of the Settlement Date, of its obligations to be performed hereunder, and to delivery to the Purchaser of each of the following at or prior to the Settlement Date: (i) The Series 2025 Bonds, duly authenticated by the Trustee, with terms that are consistent with Exhibit A hereto and the Indenture; (ii) Proof of any additional filing/publication required on or prior to the Settlement Date for the Issuer to issue the Series 2025 Bonds; (iii) Certified copy of the Resolution, which shall have been duly adopted and be in full force and effect as of the Settlement Date and shall not have been amended, modified or supplemented except as may have been agreed to by the Purchaser; (A) An approving opinion of Bond Counsel dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit C-1-1 or otherwise acceptable to the Purchaser, and (B) a supplemental opinion of Bond Counsel dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit C-2-1 or otherwise acceptable to the Purchaser; (v) An opinion of counsel to the Corporation dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit E-2-1 or otherwise acceptable to the Purchaser; (vi) An opinion of counsel to the Issuer dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit D-2-1 or otherwise acceptable to the Purchaser; (vii) A certificate, dated the Settlement Date, signed by an authorized officer of the Corporation, to the effect that: (1) since June 30, 2024, no material and adverse change has occurred in the financial position or results of operation of the Corporation which has not been disclosed on EMMA; (2) since June 30, 2024, the Corporation has not incurred any material liabilities other than in the ordinary cour...

Settlement Conditions. A Holder’s right to receive the shares of Common Stock, and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, upon settlement of any of its Purchase Contracts is subject to the following conditions: (a) if such Purchase Contract or the Unit that includes such Purchase Contract is in the form of a Definitive Security, surrendering the relevant Definitive Security to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank and with duly completed settlement instructions in the form attached thereto, or if such Purchase Contract is represented by a Global Security, surrendering the relevant Security in compliance with the Depositary’s applicable procedures; and (b) the payment of any transfer or similar taxes payable pursuant to Section 4.11.

Settlement Conditions. 2.1. This Settlement Agreement shall not be deemed in any respect to constitute an admission by any party that any allegation or contention in this proceeding is true or false. 2.2. The making of this Settlement Agreement establishes no principles and shall not be deemed to foreclose any party from making any contention in any future proceeding or investigation, except as to those issues and proceedings that are stated in this Settlement Agreement as being specifically resolved by approval of this Settlement Agreement. 2.3. This Settlement Agreement is the product of settlement negotiations. The Settling Parties agree that the content of these negotiations (including any workpapers or documents produced in connection with the negotiations) are confidential, that all offers of settlement are without prejudice to the position of any party or participant presenting such offer or participating in such discussion, and, except to enforce rights related to this Settlement Agreement or defend against claims made under this Settlement Agreement, that they will not use the content of said negotiations in any manner in this or other proceedings involving one or more of the parties to this Settlement Agreement, or otherwise. 2.4. The Settling Parties intend that the Company’s customers and shareholders receive the full value of the settled matters, and not some substitute regulatory treatment of lesser value either now or in the future and agree that no terms of this Settlement Agreement will be used or interpreted to diminish, in any way, the intended customer or shareholder benefit related to this Settlement Agreement. 2.5. The provisions of this Settlement Agreement are not severable. This Settlement Agreement is conditioned on its approval in full by the Department. This Settlement Agreement is also contingent upon the provision of accurate and truthful information by the Company during the settlement negotiation process. 2.6. If the Department does not approve this Settlement Agreement in its entirety by August 1, 2024, the Settlement Agreement shall be deemed to be withdrawn and shall not constitute a part of the record in this or any other proceeding or used for any other purpose. 2.7. To the extent permitted by law, the Department shall have its usual jurisdiction to implement the terms of this Settlement Agreement. Nothing in this Settlement Agreement, however, shall be construed to prevent or delay the Attorney General from pursuing any cause of action relat...

Settlement Conditions. With the exception of the settlement of the EBOF-BFI Note (as defined in Section 2.1), the Parties hereby agree that the terms, conditions and covenants herein shall be contingent upon the final closing of the Merger (the “Closing”) and the Parties shall not be bound by such terms of this Agreement until such Closing which, according to the LOI, shall occur by or before June 30, 2008.

Settlement Conditions. 5.1 The Court shall approve the Certification and Settlement Approval Order and this Settlement Agreement. 5.2 The Action shall be dismissed by the Court as against the Defendants without costs.

Settlement Conditions. A Holder’s right to receive the shares of Class A Common Stock, and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, upon settlement of any of its Purchase Contracts is subject to the following conditions: (a) if such Purchase Contract or the Unit that includes such Purchase Contract is in the form of a Definitive Security, surrendering the relevant Definitive Security to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank and with duly completed settlement instructions in the form attached thereto, or if such Purchase Contract is represented by a Global Security, surrendering the relevant Security in compliance with the standing arrangements between the Depositary and the Purchase Contract Agent; and (b) the payment of any transfer or similar taxes payable pursuant to Section 4.11.

Settlement Conditions. No settlement shall --------------------- be effected by or on behalf of any Indemnified Party without the prior written consent of the Surviving Corporation, which shall not be unreasonably withheld. In addition, the Surviving Corporation shall be released from any further obligation to an Indemnified Party hereunder in respect of any Claim upon the unreasonable refusal of such Indemnified Party to consent to any settlement, compromise or entry of judgment with respect to such Claim which would result in a complete release of such Indemnified Party from all liability arising from such Claim.

Settlement Conditions. 9.1. The Employee agrees: (a) the payments set out in this Agreement represent all and any payments which may be due to him pursuant to his Contract of Employment and in accordance with all applicable legislation including the UAE Labour Law; (b) there are no outstanding monies by way of compensation or salary, expenses or other sums whatsoever due to the Employee from the Company either in respect of his employment by the Company or in respect of any matters associated therewith; (c) he has no other claims or rights of action whatsoever against the Company or any Group Company, or its or their officers or employees arising out of his employment, its termination or otherwise and he (or anyone acting on his behalf) has not presented or brought and will not present or bring any complaint, proceedings, actions or claim in the UAE or worldwide including for, but not limited to: (i) notice pay; (ii) payment in lieu of accrued but untaken annual leave; (iii) end of service gratuity; (iv) bonus; (v) overtime; (vi) commissions (vii) benefits under any Company share or stock option scheme; (viii) reimbursement of expenses; (ix) pension contributions; (x) compensation for arbitrary dismissal pursuant to the UAE Labour Law; (xi) unfair dismissal; (xii) compensation for any civil claim; (xiii) legal fees and expenses; (xiv) discrimination. (d) he hereby irrevocably waives any rights he may have in respect of any claims or rights of action whatsoever and the Company and any Group Company shall be immediately deemed fully and irrevocably released in connection thereto; (e) he will keep strictly confidential and will not disclose the terms and existence of this Agreement and any documents referred to herein to any person save to a professional advisor or required by law; (f) he will comply with clause 11 of the Contract of Employment and continue to keep confidential any information of a confidential nature which has come into his possession during his employment in relation to the business and operation of the Company and/or any Group Company and/or its or their clients and workforce and will not disclose or cause to be disclosed to any third party or use or cause to be used or take any advantage or make use of any confidential information or trade secret of any kind or nature that was disclosed to him in the course of his employment with the Company; (g) he has not kept or made copies of any information or documentation (electronic or otherwise) which belongs to the Co...