Settlement Matters Clause Samples

Settlement Matters. (a) Without in any way limiting the generality of the foregoing provisions of this Agreement and assuming the complete performance by each Party of its obligations set forth herein, this Agreement is in full and final settlement, accord and satisfaction of each of the GIGS Lawsuits. This Agreement reflects the compromise of doubtful and/or disputed claims between the Parties, and it is not an admission of liability by any Party or any of its respective affiliates or its or their respective shareholders, directors, officers, agents, attorneys, representatives or employees. Each of the Parties warrants and represents that they have relied upon the advice of their own counsel, and that the terms of this Agreement, have been read completely and explained to them by their counsel, and that those terms are understood fully and accepted voluntarily by them. Each of the Parties further warrants and represents that they will not contest, challenge or object to the validity of this Agreement, that they execute this Agreement freely and voluntarily, without threat, duress or coercion, and without promise of consideration other than as specifically set forth herein and in the GIGS Transaction Documents, and that they are competent to execute this Agreement. (b) Each Party will, upon the request of another Party, take such further action (including the execution and delivery of any additional documents) reasonably deemed by such requesting Party to be necessary to effect, complete or evidence the transactions contemplated by this Agreement. (c) Each Party acknowledges, understands and agrees that the fact of this Agreement, the terms of this Agreement and all discussions relating to this Agreement or its terms are covered by Rule 408 of the Federal Rules of Evidence and any state law equivalents, as a settlement or offer of compromise. (d) Each Party warrants and represents that the person or persons signing this Agreement on such Party’s behalf has full power and/or authority to bind such Party to all terms of this Agreement applicable to such Party. Each Party further warrants and represents that they have not transferred, assigned, sold, conveyed, or pledged, nor entered into any agreement to transfer, assign, sell, convey or pledge, to any other person any actual or purported right, title or interest in or to any of the matters released by such Party in accordance with Section 3 of this Agreement, and that such Party is the sole owner of such released matters.
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Settlement Matters. Settlement of any sales of our Class A common stock will occur on the first business day following the date on which such sales were made (or such earlier day as is industry practice for regular-way trading). There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of our Class A common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as may be designated by the Sales Agent or the Forward Seller (as applicable) at the time of sale.
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Settlement Matters. Each Assignor hereby acknowledges, consents and agrees that, pursuant to a certain Agreement Regarding Agency Resignation, Appointment and Acceptance of even date herewith (as amended or otherwise modified from time to time the “Agent Resignation Agreement”) among Bank of America, N.A., Borrower and the Assignees, each as a co-Agent and collectively as Administrative Agent (herein, the “New Agent”), immediately following the consummation of the Assignment Transactions, Bank of America shall resign as Administrative Agent, and the Assignees shall be appointed as the New Agent. Each Assignor hereby instructs the New Agent to make all payments from and after the Effective Date in respect of the interest assigned hereby directly to the Assignees; provided, that the Assignors and the Assignees agree that all interest and fees accrued up to, but not including, the Effective Date are the property of the Assignors, and not the Assignees.
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Settlement Matters. Any Obligation of AGS (i) under those certain promissory notes issued by AGS in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Avalon Technology, Inc. (“ATI”), respectively, each dated as of October 5, 2011 (each, a “Settlement Note,” and collectively, the “Settlement Notes”), (ii) under that certain Settlement Agreement and Mutual General Release, dated as of October 5, 2011, by and among ATI, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and AGS, and (iii) to SAIC as set forth in that certain letter dated April 20, 2011 (“SAIC Settlement”).
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Settlement Matters. In consideration of any and all issues remaining as stated herein between Seller and Buyer as of the date hereof, Seller and Buyer hereby agree as follows: (a) Subject to the Seller's and Buyer's agreement in Paragraph 1(m) hereof, the Purchase Price shall be reduced by $800,000 for the resolution of all issues. (b) Buyer shall at no time assert any claim or cause of action of any kind, or seek any reduction in the Purchase Price, as a result of the past, present or future condition of the particular bulkhead located at Seller's shipyard in the southeastern area of the Pascagoula, Mississippi property near the 300-ton stiff-leg crane. (c) Buyer shall at no time assert any claim or cause of action of any kind, or seek any additional reduction in the Purchase Price, with respect to the Intangible Property as stated herein in Appendix A, and such Intangible Property shall be transferred from Seller to the Buyer at the Closing "as is" and "with all faults". (d) At no additional cost and at a time or times mutually convenient for Buyer and Seller, Buyer shall have the right to enter in, cross over, and freely move about the Three Rivers Facility, including, without limitation, the pier and the adjoining waterway on or near the Three Rivers Facility, as may be necessary or convenient solely in order for the Buyer and its representatives for a period of ninety (90) days after the Closing Date to take delivery (during such ninety-day period) of any or all items of Personal Property (together with the cranes, whether or not such cranes constitute personal property) at the Three Rivers Facility; provided, however, that Buyer shall incur all cost for removal of such Personal Property and such removal shall be accomplished without any damage or destruction to Seller's building or other property located on the Three Rivers Facility. (e) Buyer and Seller shall enter into the First Amended and Restated Agreement (Pasha Project) attached hereto as Appendix B (the "Pasha Agreement"). (f) Seller shall prepare and deliver to Buyer prior to the Closing Date, and on or before three (3) business days after the Closing Date Seller shall file, a motion to assign, and alternatively to assume and assign, to Buyer that certain Agreement dated as of February 17, 2000, by and between ULJANIK Brodogradiliste d.d. and Halter Marine, Inc., (the "Uljanik Agreement"), with notice provided as required by Bankruptcy Court order and/or the Bankruptcy Code and Bankruptcy Rules, and shall there...
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Related to Settlement Matters

  • Investment Matters Each Member, severally and not jointly, hereby warrants and represents to the Company and to each other Member that (i) such Member is acquiring his, her or its Units solely for investment and not with a view to the distribution or resale thereof or to divide his or its participation with others, (ii) such Member is acquiring his, her or its Units with his, her or its own funds and for his, her or its own account and not on behalf of any other Person, (iii) neither such Member nor any other Person acting on his, her or its behalf has paid any commission or other compensation to any Person in connection with such Member’s acquisition of his, her or its Units, and (iv) such Member acknowledges that none of the Units has been registered or qualified under the Securities Act of 1933, as amended from time to time (the “Securities Act”), or any applicable state securities laws, and, in addition to the other restrictions on disposition contained in this Agreement, the Units may not be sold, transferred or otherwise disposed of in whole or in part unless a registration statement under the Securities Act with respect to such Units and qualification in accordance with all applicable state securities laws has become effective, or unless such Member establishes to the satisfaction of the Company that an exemption from such registration and qualification is available.

  • DISPUTES AND LITIGATION In the event of a dispute concerning the tenancy created by this agreement, TENANT agrees that whether or not the premises are being actively managed by an AGENT for the record OWNER, TENANT agrees to hold AGENT, its heirs, employees and assigns harmless and shall look solely to the record OWNER of the premises in the event of a legal dispute. INTEGRATION: This lease and exhibits and attachments, if any, set forth the entire agreement between LANDLORD and TENANT concerning the premises, and there are no covenants, promises, agreements, conditions, or understandings, oral or written between them other than those herein set forth. If any provision in this agreement is illegal, invalid or unenforceable, that provision shall be void but all other terms and conditions of the agreement shall be in effect. MODIFICATIONS: No subsequent alteration, amendment, change or addition to this lease shall be binding upon LANDLORD unless reduced to writing and signed by the parties. RADON GAS: State law requires the following notice to be given: "Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." ABANDONED PROPERTY: BY SIGNING THIS RENTAL AGREEMENT, THE TENANT AGREES THAT UPON SURRENDER, ABANDONMENT, OR RECOVERY OF POSSESSION OF THE DWELLING UNIT DUE TO THE DEATH OF THE LAST REMAINING TENANT, AS PROVIDED BY CHAPTER 83, FLORIDA STATUTES, THE LANDLORD SHALL NOT BE LIABLE OR RESPONSIBLE FOR STORAGE OR DISPOSITION OF THE TENANT'S PERSONAL PROPERTY. ADDITIONAL STIPULATIONS:

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Settlement of Third Party Claims Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

  • Settlement of Grievances The applicable procedures of this Agreement shall be followed for the settlement of all grievances. All grievances shall be considered carefully and processed promptly.