Actions and Claims. There are no civil, criminal or administrative actions, investigations, proceedings, suits, demands or claims filed or conducted by or before any Governmental Authority, arbitrator or mediator pending or threatened against the Partnership relating to the transactions contemplated by this Agreement.
Actions and Claims. This SA sets forth the terms and conditions agreed upon to settle and resolve:
(a) Punitive Damages Claims, as defined in Section 5, arising out of, due to, resulting from, or relating in any way to, directly or indirectly, the Deepwater Horizon Incident that the New Class Members assert against Transocean. As referenced and subject to the conditions herein, the intent and purpose of this SA is that a putative class action (to be filed subsequent to execution of this SA), for settlement purposes only, asserting Punitive Damages Claims against Transocean on behalf of the New Class as defined in Section 4 (the “New Class Action”) will be resolved by this SA, and certain Punitive Damages Claims made by and on behalf of the New Class Members against Transocean will be resolved and dismissed with prejudice in accordance with the terms of this SA.
(b) Assigned Claims, as defined in Section 5, that the DHEPDS Class asserts against Transocean. As referenced and subject to the conditions herein, the intent and purpose of this SA is that all Assigned Claims against Transocean will be resolved and dismissed with prejudice by and on behalf of the DHEPDS Class in accordance with the terms of this SA.
Actions and Claims. There are no civil, criminal or administrative actions, investigations, proceedings, suits, demands or claims filed or conducted by or before any Governmental Authority, court, arbitrator or mediator pending or threatened against any Sabes Party relating to the transactions contemplated by this Agreement or otherwise related to any Sabes Parties’ ownership of the GWG Shares.
Actions and Claims. (a) Federal Liabilities include, and, following Closing, the Company shall have responsibility for and liability with respect to, all third-party Actions relating to the Business or the Federal Division, regardless of the type of claim or the date on which the claim arose or was brought to the attention of the Company, except for
(i) workers' compensation claims for which the occurrence took place on or before the Closing Date;
(ii) product liability claims based on occurrences (and not the date of manufacture of the product involved nor the date such claims are made) arising on or before the Closing Date;
(iii) claims arising, whether or not prior to Closing, with respect to Environmental Conditions to the extent covered in Section 7.15 hereof;
(iv) claims for Taxes for which Seller is responsible under Section 7.7 hereof, arising with respect to periods prior to the Closing;
(v) claims based on occurrences on or before the Closing Date for which the Federal Division has available to it coverage under the Insurance Policies (without regard to deductibles, retained limits, self-insured amounts or the like) and any claim under paragraph 1a. of Schedule 4.9 regardless of insurance coverage; and
(vi) claims arising out of or with respect to TCAAP to the extent not reimbursed to the Federal Division by insurance or indemnification by any third party. which shall be assumed by FCH following the Closing. The retention by the Company of any responsibility or liability with respect to any Actions pursuant to the foregoing shall not be deemed to limit the ability of the Company or the Buyer to recover Damages for any breach of representation or warranty under Article IV hereof, if otherwise permitted hereunder.
(b) The parties acknowledge and agree that some or all of such Actions to be assumed by the FCH may not be validly or legally transferable from the Company to FCH. Defense of all such Actions shall nonetheless be irrevocably undertaken by FCH after the Closing Date, all at the sole cost and expense of FCH, including all costs of judgment or settlement. The Company shall have no responsibility to defend, indemnify, incur costs or expenses or otherwise participate in any such Actions; provided, however, the Company shall be required to provide reasonable assistance and cooperation to FCH in the defense thereof by making Personnel of the Federal Division available and providing continuing access to the Books and Records of the Federal Division and other documen...
Actions and Claims. To the best of the Company's knowledge, there are no actions or proceedings of any kind whatsoever outstanding, pending, contemplated or threatened relating to the bankruptcy or insolvency of the Company or any of its subsidiaries. Except as set forth in the Offering Memorandum, to the best of its knowledge, there are no other claims, actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or threatened against or affecting the Company, its subsidiaries, or the Company's directors, officers or promoters, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever which could materially affect its business or financial condition and, to the best of its knowledge, there is no basis therefor.
Actions and Claims. To the best of the Issuer's knowledge, there are no actions or proceedings of any kind whatsoever outstanding, pending, contemplated or threatened relating to the bankruptcy or insolvency of the Issuer or any of its subsidiaries. To the best of its knowledge, there are no other claims, actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or threatened against or affecting the Issuer, its subsidiaries, or the Issuer's directors, officers or promoters, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever which could materially affect its business or financial condition and, to the best of its knowledge, there is no basis therefor.
Actions and Claims. There are no actions, suits or proceedings pending or, to the knowledge of Licensee threatened against Licensee in any court or before any administrative agency which would prevent Licensee from completing the transactions provided for herein, or in the Promissory Notes. The Licensee has complied with all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof), and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against Licensee alleging any failure to comply with any such law or regulation.
Actions and Claims. Exhibits Exhibit A Domain Name Assignment SUPPLY AND EMPLOYEE AGREEMENT THIS SUPPLY AND EMPLOYEE AGREEMENT (the "AGREEMENT") is dated as of May 2, 2005 (the "EFFECTIVE DATE") by and between Biovail Pharmaceuticals, Inc., a Delaware corporation having a principal place of business at 000 Xxxxx 000/000 Xxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000 ("BPI"), and Kos Pharmaceuticals, Inc., a Florida corporation having a principal place of business at 0 Xxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 ("KOS"). BPI and Kos are sometimes referred to herein individually as a "PARTY" and collectively as the "PARTIES".
Actions and Claims. 23 4.14 Financing................................................23 4.15 Tampa Facility...........................................23 4.16
Actions and Claims. Any Claims or Actions involving or relating to directors and officers of Seller Related Parties (other than Xxxxxxx Xxxxxxx, Xxxxx XxXxxx and Xxxxxx Xxx Xxxxx) that are covered by any and all director and officer insurance policies or recoveries.
