Actions and Claims Sample Clauses

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) Subject in all respects to the provisions of Article VI hereof, following the Closing, the Purchaser and the Companies shall have responsibility for and liability with respect to, all third-party claims, actions, suits and proceedings ("ACTIONS") relating to the Companies, regardless of the type of claim or the date on which the claim arose or was brought to the attention of the Purchaser and the Companies, except for the following Actions, which shall be assumed by the Stockholder following the Closing, and in respect of which the Stockholder shall have all responsibility and liability and the right to any recoveries which may occur as a result thereof: (i) workers' compensation claims for which the occurrence took place on or before the Closing Date; (ii) claims based on occurrences on or before the Closing Date for which the Stockholder has available to it coverage under its insurance policies and will have the right to receive reimbursement from such insurance carrier for such claims under the terms of such policies; (iii) all Proceedings listed on Schedule 3.11 hereto, except for that certain litigation between HPSI and its former employee, Bob Glaza (the "GLAZA LITIGATION"); (iv) all liabi▇▇▇▇▇▇, ▇ebts an▇ ▇▇▇er obligations not reflected on the Latest Balance Sheets or the Closing Working Capital Deficit Statement, regardless of whether such liabilities, debts or other obligations are Contingent Liabilities (as defined in Section 9.16 hereof); (v) all severance and similar obligations owed by the Companies to those employees terminated prior to the Closing (including, without limitation, those individuals listed in Schedule 3.14 hereto), and up to a maximum aggregate of $250,000 of severance and similar obligations owed by the Companies to those employees who are terminated by the Companies within sixty (60) days after the Closing Date, a list of whom shall be delivered to the Stockholder no later than sixty (60) days after the Closing Date; provided that such severance and similar obligations to be assumed and paid by the Stockholder for terminations occurring after the Closing Date shall not include any obligation associated with any failure to give required WARN Act notices or to otherwise comply with the WARN Act or similar state statutes with regard to terminations occurring after the Closing Date; (vi) all liabilities, debts and other obligations in respect of (a) the R.E. Harrington, Inc. Deferred Compensation Agreement by and between R.E....

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 directors, officers or promoters of the Issuer or its subsidiaries, 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. Any Claims or Actions involving or relating to directors and officers of Seller Related Parties (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇) that are covered by any and all director and officer insurance policies or recoveries.

Actions and Claims. 23 4.14 Financing................................................23 4.15 Tampa Facility...........................................23 4.16

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 ▇▇▇ ▇▇▇▇▇ ▇▇▇/▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("BPI"), and Kos Pharmaceuticals, Inc., a Florida corporation having a principal place of business at ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("KOS"). BPI and Kos are sometimes referred to herein individually as a "PARTY" and collectively as the "PARTIES".