Covered Matters. Upon approval by the Settling Respondents, and adoption by the State Water Board, or its delegee, as an order, this Stipulated Order represents a final and binding resolution and settlement of all claims, violations, or causes of action alleged in relation to the conduct described in paragraph 6, which could have been asserted under Health and Safety Code section 25299.80, based on the facts alleged against the Settling Respondents. The provisions of this paragraph are expressly conditioned on Settling Respondents’ full payment of the Administrative Civil Liability.
Covered Matters. Upon the Los Angeles Water Board’s or its delegee’s adoption of this Order, this Order presents a final and binding resolution and settlement of the alleged violations in this Stipulated Order. The provisions of this Paragraph are expressly conditioned on the full payment of the administrative civil liability by the deadline specified in Section III, paragraph 2.a., and the successful completion of the Calas Park Stormwater SEP as outlined in this Stipulated Order and Attachment B, or full payment of the associated SEP Amount.
Covered Matters. Upon the San Diego Water Board’s adoption of this Order, this Order presents a final and binding resolution and settlement of alleged violations in this Stipulated Order. The provisions of this Paragraph are expressly conditioned on the full payment of the administrative civil liability by the deadline specified in paragraph 23 and the successful completion of the SEPs as outlined in this Stipulated Order and Attachments B and C, or full payment of the associated Suspended Liabilities.
Covered Matters. This Agreement addresses the requirements of TSCA and the PCB Regulations at 40 C.F.R. Part 761 applicable to the unauthorized use of PCBs in process lubrication oil, ventilation duct gaskets, and potential devices and the unauthorized disposal and storage of PCBs and PCB Items at the facilities, as set forth herein.
Covered Matters. Upon the Lahontan Water Board’s adoption of this Order, this Order presents a final and binding resolution and settlement of the alleged violations in this Stipulated Order and all associated Reports of Inspection and Notices of Violation that were prepared by Lahontan Water Board staff. The provisions of this Paragraph are expressly conditioned on the full payment of the administrative civil liability by the deadline specified in Section III, paragraph 2.a. and the successful completion of the Xxxxxx Basin SEP as outlined in this Stipulated Order and Attachment B, or full payment of the associated SEP Amount.
Covered Matters. This agreement covers all the administrative actions the State Water Board could have alleged under Health and Safety Code Section 25299.80 on February 1, 2017. This agreement is a full and complete Settlement of all those matters against ASE and its principals, spouses, shareholders, agents, employees, and former employees except for the obligations imposed herein.
Covered Matters. (i) It is understood and agreed by Buyer and each Group Member that the Group Members are the owners of, and entitled to the benefits under, certain insurance policies (the "Insurance Policies"), which Insurance Policies cover claims and other matters which may be the subject of the indemnification by Seller of Buyer Indemnities for asbestos claims and other product liability claims as set forth in Section 9.1(d) and Section 9.1(e) hereof (the "Covered Matters").
(ii) Notwithstanding Section 9.6 hereof, Buyer and each Group Member agree that, from and after the Closing Date, Seller shall have the sole and exclusive right, exercised in its sole discretion, to assume and direct the control of, and to conduct, prosecute and defend, all matters relating to or arising out of the Insurance Policies and the Covered Matters. Seller's rights referred to in the immediately preceding sentence shall include, without limitation, the exclusive right, in its sole discretion, to (i) control and conduct any and all proceedings, negotiations, settlements and related activities in connection with the Insurance Policies and the Covered Matters, (ii) retain (and dismiss) legal counsel and other advisors with respect thereto as it deems necessary or appropriate, (iii) direct, control and conduct any and all investigations, tests and studies, (iv) xxx in the name of and on behalf of each of the Group Members to enforce rights against the insurers under the Insurance Policies, whether at law, in equity or otherwise, and (v) to take all such other actions as may be necessary or appropriate, in Seller's sole discretion, in connection with the Insurance Policies and the Covered Matters.
(iii) In the event that, for any reason, Seller is unable to execute or enforce any of the rights and remedies under this Section 7.13, Buyer and each of the Group Members shall, promptly at the request and at the sole expense of Seller, take any and all actions necessary or appropriate for Seller to obtain the full benefit of such rights and remedies.
(b) Buyer, each Group Member and Seller agree that, effective at the Effective Time, each Group Member hereby sells, assigns and transfers to Seller any and all rights, entitlements and benefits, and any and all remedies that each Group Member may have at law, in equity or otherwise, with respect to and under (i) the Insurance Policies and the Covered Matters, (ii) all proceeds from all Insurance Policies, which proceeds may be applied by Seller in its...
Covered Matters. During the period commencing with the second anniversary of the Closing Date and ending on the fourth anniversary of the Closing Date, any Indemnification Claim of one or more Parent Indemnified Parties pursuant to Section 6.3 in respect of a Covered Matter shall first be satisfied with funds, if any, remaining in Escrow, less the amount of any pending Indemnification Claims pursuant to Section 6.3.1, before being satisfied with other funds or assets of any one or more Parent Indemnifying Parties.
Covered Matters. In the event that Section 10.2.2 Covered Matters are paid by the Special Indemnifying Shareholders and thereafter amounts become payable to the Residual Holders pursuant to Sections 2.7.5(b) or 2.7.5(d) that are not subject to any Deductions, including but not limited to indemnification claims of the Parent Covered Parties pursuant to this Article X, then all such amounts shall first be remitted to the Special Indemnifying Shareholders until they have received the aggregate amount of payments made by the Special Indemnifying Shareholders for Section 10.2.2 Covered Matters, together with any expenses incurred by the Special Indemnifying Shareholders and interest at the rate published in The Wall Street Journal from time to time as the "prime rate" for the period such amounts were outstanding.
