Consent Judgment. 2.1. Within one (1) business day after the date of signature of the last Party to sign this Settlement Agreement (the “Signing Date”), and earlier if possible, and subject to the confidentiality provisions of Section 10.1, counsel for the Parties shall execute a “Consent Judgment” providing for the terms of a consent judgment and stipulated dismissal of the Action, in the form attached hereto as Exhibit A, and shall file it in the United States District Court for the District of Delaware (the “District Court”) in the Action.
2.2. If for any reason the District Court raises an objection to the Consent Judgment as drafted or requires that the Parties modify the Consent Judgment before it will enter it as an order of the District Court, or if after ten (10) business days the District Court has otherwise failed to enter the Consent Judgment, the Parties agree to confer promptly and in good faith in order to take action consistent with this Settlement Agreement to secure entry of the Consent Judgment as drafted, or to agree upon modifications to the Consent Judgment, or to take such other action consistent with this Settlement Agreement to secure entry of the Consent Judgment as drafted or with agreed-upon modifications; provided, however, that nothing contained herein shall be deemed to require a Party to agree to a modification of the Settlement Agreement or Consent Judgment that materially affects the benefits to be obtained by, or burdens imposed upon, such Party under this Settlement Agreement as originally executed. If, after forty-five (45) calendar days have elapsed from the date on which the Consent Judgment was filed, such efforts have failed to secure entry of the Consent Judgment as originally filed or with agreed-upon modifications, notwithstanding anything herein to the contrary, this Settlement Agreement shall be null and void and have no further legal effect, save for Sections 10.1, 10.4, 10.9, 10.12, and 10.14, which shall continue in full force and effect.
2.3. The date on which the Consent Judgment is entered by the District Court, whether with or without modification as provided for in Section 2.2, shall be the “Effective Date” of this Settlement Agreement. Notwithstanding anything herein to the contrary, the provisions of Articles 1, 2, 8, and 9 and Sections 10.1, 10.3, 10.4, and 10.6 through 10.14 shall become effective upon the Signing Date.
Consent Judgment. A consent judgment in a form to be agreed by the Settling States and Walgreens prior to the Initial Participation Date that, among other things, (1) approves this Agreement and (2) provides for the release set forth in Section X.A, including the dismissal with prejudice of any Released Claims that the Settling State has brought against Released Entities.
Consent Judgment. The Borrower has executed and delivered a federal court version and a state court version of a Consent Judgment, which have been delivered in connection with the previous amendment. Each Consent Judgment in the amount of $940,000, plus interest as calculated in the Note, as amended, costs and attorneys’ fees, less any payments made pursuant to the Note remain in full force and effect, have been delivered to Lender’s counsel, but shall not be used, disclosed, or filed until and unless Borrower fails to make a required payment in the time specified in Sections 2.1 and 2.2 of the Note, as amended by Section 1B of this Agreement. If Xxxxxxxx makes all of the required payments, Xxxxxx’s counsel shall destroy the original Consent Judgments along with any copies made. If Borrower fails to make a required payment timely in accordance with Sections 2.1 and 2.2 of the Note, as amended by Section 1B of this Agreement, Plaintiff may file a Consent Judgment with either the United States District Court for the District of Massachusetts, or the Suffolk Superior Court in the Commonwealth of Massachusetts, as the Lender chooses in its sole discretion. The Lender shall provide written notice of that filing to Borrower. Borrower expressly consents to the jurisdiction of the state courts in the Commonwealth of Massachusetts, and the United States District Court for the District of Massachusetts, for purposes of an action by Lender on the Consent Judgment.
Consent Judgment. The parties shall file with the Court the proposed consent judgment (the “Consent Judgment”) attached as Exhibit A. Defendants’ liabilities under the Consent Judgment are not dischargeable in the event of bankruptcy.
Consent Judgment. If any installment payment, pursuant to the terms set forth in Paragraph 1, above, is not timely and actually received by Plaintiff, then Plaintiff shall notify Defendant in accordance with the notice provisions herein and Defendant shall have three (3) business days from receipt of such notice to cure by causing that missed installment payment to be actually received by Plaintiff. If Defendant fails to timely cure, or if Defendant has already received notice of a missed payment and cured two (2) times previously pursuant to the terms of this Paragraph and an installment payment is not timely and actually received by Plaintiff, then Defendant shall be in default under this Settlement Agreement, without the requirement of any further notice by Plaintiff, and the following shall occur:
a. The installment payment terms set forth in Paragraphs (a)-(x) above shall be stricken and Defendant shall become immediately liable for the full Settlement Amount of $2,228,168.81, plus applicable default interest at the rate set forth in the Note, less any amounts already paid by Defendant.
b. Defendant consents to entry of the Consent Judgment, in the form attached hereto as Exhibit A, for the full Settlement Amount of $2,228,168.81, plus applicable default interest at the rate set forth in the Note, less any amounts already paid by Defendant. The Consent Judgment will be held in escrow by Plaintiff’s counsel and not filed with any court until and unless Defendant fails to make a payment and fails to cure pursuant to the terms set forth in Sections 1 and 2.
c. Defendant shall waive any and all defenses to execution and entry of the Consent Judgment.
Consent Judgment. Subject to the provisions of Section 5 below, and in consideration of the benefits of entering into this Agreement and the Distribution Agreement (as defined below) the Parties shall enter into and cause to be filed in the Action, within thirty (30) days of the Effective Date, a consent judgment dismissing all claims, defenses and counterclaims, pending in the Action, with prejudice and providing, inter alia, that Alphapharm concedes that the '712 Patent is valid, enforceable and infringed by Alphapharm's proposed generic escitalopram oxalate products, substantially in the form annexed hereto as Exhibit A (the "Consent Judgment"), with each Party agreeing to assume its own costs and expenses, including attorneys fees, except as otherwise expressly provided for in this Agreement, in connection with the Action. Each Party acknowledges that no determination of any kind has been made with respect to U.S. Patent No. 6,916,941 in the Action, and subject to the Distribution Agreement (defined below), each party reserves its respective rights with respect to the U.S. Patent No. 6,916,941. If the Court does not grant the Consent Judgment substantially in the form annexed hereto as Exhibit A, the Parties agree to meet and confer in good faith and use their best efforts to reach an amicable resolution consistent with the requirements of the Court as further described in Section 5(d) below.
Consent Judgment. The Parties shall forthwith jointly present to the Court a stipulated Consent Judgment and Injunction in the Action, in form and substance as set forth in Exhibit "B" attached hereto, and shall use their best efforts to have the Court enter and file such Consent Judgment and Injunction. If the Court refuses to, or does not within one hundred twenty (120) days after such presentation, (i) enter and file the Consent Judgment and Injunction, or (ii) enter and file it with changes agreed to by all the Parties, then any Party aggrieved by a refusal or failure of the Court to enter and file such Consent Judgment and Injunction may terminate this Agreement by written notice to all of the other Parties within fifteen (15) days of the refusal or within fifteen (15) days after the 120th day from such presentation, whichever is earlier.
Consent Judgment. As security for Eagle Broadband’s performance under this Agreement and the Convertible Debenture, the parties agree as follows:
a) Eagle Broadband shall execute and deliver to Cornell Capital Partners, L.P. the Consent Judgment in the form annexed as Exhibit B.
b) Provided that there has been no Event of Default, Cornell Capital Partners, L.P. shall forbear from taking any steps to enter, levy or execute on said Consent Judgment.
c) In case any Event of Default does occur and is not cured pursuant to paragraph 16 of this Agreement, Cornell Capital Partners, L.P. must take any and all steps to file, enforce, levy or execute on the Consent Judgment.
Consent Judgment. Contemporaneously with the execution of this Agreement, counsel for the Parties the will execute a Consent Judgment in the form attached hereto as Exhibit “1,” holding PMD liable to TI for Six Hundred Seventy-Five Thousand and 00/100 dollars ($675,000.00) less amounts previously paid towards the Settlement Amount, plus reasonable attorney’s fees and expenses arising from the breach or breaches of this Agreement and any interest owed (the “Consent Judgment”), which shall survive the dismissal of the Litigation contemplated herein. TI shall hold the Consent Judgment and shall not submit it to the Court unless PMD fails to make the payments set forth in Section 1 above, and PMD fails to cure such payment default within thirty (30) days of receipt of written notice from TI of such alleged default. If the payments are made as set forth in Section 1 above, then TI shall destroy the Consent Judgment.
Consent Judgment. The Court, upon the consent and request of Plaintiffs Somaxon Pharmaceuticals, Inc. and ProCom One, Inc. (collectively, “Plaintiffs”) and Defendants Par Pharmaceutical, Inc. and Par Pharmaceutical Companies, Inc. (collectively “Par”), hereby Finds:
