GENERAL MATTERS AND RESERVATIONS Sample Clauses

GENERAL MATTERS AND RESERVATIONS. 1. The obligation, although not the ability, of the Settling Parties to implement all of the terms of this Settlement Agreement is and will be contingent upon any conditions upon which this Settlement Agreement is expressly contingent, and any of the Settling Parties may terminate this Settlement Agreement if any such condition is not fully satisfied. 2. Except as provided in this Section or as may otherwise be required by law, the Settling Parties and their counsel agree to keep the contents of this Settlement Agreement and all related negotiations confidential and that they shall not make any statement to the press and shall refuse any request for comment; provided however, that this Section shall not prevent disclosure of such information by Counsel for Xxxxxx Xxxxxx and Class Counsel to any person or entity (such as experts, courts, regulatory entities and/or Administrators) to whom the Settling Parties agree disclosure must be made to effectuate the terms and conditions of this Settlement Agreement. 3. Except for attorney notes, publicly available documents and information, pleadings, court submissions and transcripts of depositions, Class Counsel agree to return to Xxxxxx Xxxxxx, at Xxxxxx Xxxxxx’ option, all discovery obtained from Xxxxxx Xxxxxx (or any other defendant) within thirty (30) days after the Final Settlement Date or certify destruction of such discovery. 4. Class Counsel represent that they are authorized to enter into this Settlement Agreement on behalf of the Representative Plaintiffs, and, as authorized by the Court’s Judgment, on behalf of Class Members, and any other attorneys who have represented or who now represent the Representative Plaintiffs or Class Members in the Action with respect to the claims in the Action and/or the Released Claims. 5. Each Representative Plaintiff, through a duly authorized representative, represents and certifies that she: (i) has agreed to serve as a representative of the Class proposed to be certified herein; (ii) is willing, able and ready to perform all of the duties and obligations as a representative of the Class, including, but not limited to, being available for, and involved in, discovery and fact finding; (iii) has read the pleadings in the Action, or has had the contents of such pleadings described to her;

GENERAL MATTERS AND RESERVATIONS. ‌ 169. New GM has denied and continues to deny each and all of the claims and contentions alleged in the Actions, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Actions. New GM believes that it has valid and complete defenses to the claims asserted against it in the Actions and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Actions. New GM further believes that no class could be certified or maintained for litigation or for trial. Nonetheless, New GM has concluded that it is desirable that the Actions be fully and finally settled upon the terms and conditions set forth in this Agreement, as do the GUC Trust and Plaintiffs. The GUC Trust has denied and continues to deny each and all of the claims and contentions alleged in the Late Claims Motions and any Proposed Proofs of Claim filed concerning the Subject Vehicles, and has denied and continues to deny that it or Old GM has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Late Claims Motions or the Proposed Proofs of Claim. The GUC Trust believes that it has valid and complete defenses to the claims asserted against it in the Late Claims Motions and the Proposed Proofs of Claim and denies that it or Old GM committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Late Claims Motions and the Proposed Proofs of Claim. The GUC Trust further believes that no class could be certified or maintained for litigation or for trial. Nonetheless, the GUC Trust has concluded that it is desirable that the Late Claims Motions and the Proposed Proofs of Claim be fully and finally settled as against the GUC Trust (but not with respect to the AAT) upon the terms and conditions set forth in this Agreement, as do the New GM and Plaintiffs.

GENERAL MATTERS AND RESERVATIONS. X. Xxxxxx has denied and continues to deny each and all of the claims and contentions alleged in the Action and the Related Action, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Action or the Related Action. Xxxxxx believes that it has valid and complete defenses to the claims asserted against it in the Action and the Related Action and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Action or the Related Action. Nonetheless, Toyota has concluded that it is desirable that the Action and the Related Action be fully and finally settled in the matter and upon the terms and conditions set forth in this Settlement Agreement. B. The obligation of the Parties to conclude the Settlement Agreement is and shall be contingent upon each of the following: 1. Entry by the Court of the Final Judgment and Final Order approving the Settlement Agreement, from which the time to appeal has expired or which has remained unmodified after any appeal(s); and 2. Any other conditions stated in this Settlement Agreement. C. The Parties and their counsel agree to keep the existence and contents of this Settlement Agreement confidential until the date on which the Motion for Preliminary Approval is filed; provided, however, that this Section shall not prevent Toyota from disclosing such information, prior to the date on which the Motion for Preliminary Approval is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers or attorneys, nor shall it prevent Toyota from disclosing such information based on the substance of this Settlement Agreement. Nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co-counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Settlement Agreement. D. Class Representatives and Class Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed to, on the condition that neither Class Representatives nor their counsel may disclose it to third parties (other than experts or consultants retained...

GENERAL MATTERS AND RESERVATIONS. A. This Settlement Agreement sets forth the entire agreement among the Parties with respect to its subject matter. B. This Settlement Agreement shall be governed by and interpreted according to the laws of the State of New York. C. Upon entry of an order by the Court that invalidates or disapproves the Settlement Agreement, or which alters any material term of this Settlement Agreement without the Parties’ consent, Defendants and/or the Named Plaintiffs shall have the right to terminate the Settlement Agreement, and the Settlement Agreement thereafter shall have no further force and effect with respect to any Party in this Action. D. In the event that the Court conditions its preliminary or final approval of the Settlement Agreement on any changes to the Settlement Agreement, the Parties shall in good faith consider such changes and consent to them if they do not materially alter the obligation of the Parties. E. In the event the Settlement Agreement is terminated, this Settlement Agreement and all negotiations, proceedings, documents prepared and statements made in connection with this Settlement Agreement shall be without prejudice to any Party and shall not be admissible into evidence, and shall not be deemed or construed to be an admission or confession by any Party of any fact, matter or proposition of law, and shall not be used in any manner for any purpose, and all Parties to this Action shall stand in the same position as if this Settlement Agreement had not been negotiated, made or filed with the Court. F. If a bankruptcy case is commenced as to any of the Defendants under Title 11 of the United States Code, or a trustee, receiver or conservator is appointed under United States bankruptcy law for any Defendant, and if a final order and/or judgment of a court of competent jurisdiction is entered determining that the transfer of the Settlement Amount (or any portion of it) to the Class Settlement Account is a voidable preference or fraudulent transfer, and if any funds in the Class Settlement Account are actually clawed back by the debtor’s estate and become unavailable before the initial distribution of the Settlement Amount has been made to Class Members, then this Settlement Agreement may be terminated at the sole option and discretion of Class Counsel as to any such Defendant. G. All matters not specifically covered by the provisions of this Settlement Agreement shall be resolved by agreement of Class Counsel and counsel for the Defendants, or i...

GENERAL MATTERS AND RESERVATIONS. A. Except as otherwise set forth herein, the obligation of the Parties to conclude the proposed Settlement is and shall be contingent upon entry by the Court of the Final Order and Final Judgment approving this Agreement and the Settlement, from which the time to appeal has expired or which has remained unmodified after any appeal(s). B. This Agreement reflects, among other things, the compromise and settlement of disputed claims among the Parties hereto, and neither this Agreement nor the Releases provided in it, nor any consideration for this Agreement, nor any actions taken to carry out this Agreement are intended to be, nor may they be deemed or construed to be, an admission or concession of liability, or the validity of any claim, or defense, or of any point of fact or law (including but not limited to matters respecting class certification) on the part of any Party. Inventure expressly denies the allegations of the Action. Neither this Agreement, nor the fact of settlement, nor the settlement proceedings, nor settlement negotiations, nor any related document, shall be used as an admission of any fault or omission by Inventure, or be offered or received in evidence as an admission, concession, presumption, or inference of any wrongdoing by Inventure in any proceeding, other than such proceedings as may be necessary to consummate, interpret, or enforce this Agreement following the entry of the Final Order and Final Judgment. C. The Parties and their counsel agree to keep the existence and contents of this Agreement confidential until the date on which this Agreement is filed with the Court, provided, however, that this section shall not prevent Inventure and/or its parents from disclosing such information, prior to the date on which this Agreement is filed, to state and federal agencies and regulators, independent accountants, actuaries, advisors, auditors, tax advisers, financial analysts, insurers, indemnitees, or attorneys, nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co-counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Agreement; provided further, that Inventure may disclose publicly the terms of the Agreement that it deems necessary to carry out its or its parents’ business operations and obligations and to meet its regulatory obligations or fiduciary duties. D. Plaintiff an...

GENERAL MATTERS AND RESERVATIONS. ‌ 103. USFL’s consent to the Court’s exercise of personal jurisdiction is limited to the Lawsuit and is strictly made for the limited purpose of implementing this nationwide class Settlement. USFL’s consent to jurisdiction shall not operate as a waiver in any other litigation. In the event this Settlement Agreement is terminated in accordance with Section XII or if the Final Settlement Date is not attained for any reason, USFL’s consent to the Court’s exercise of personal jurisdiction will be considered withdrawn.

GENERAL MATTERS AND RESERVATIONS. 78 IN THE MATTER OF METROPOLITAN LIFE INSURANCE COMPANY ____________________________________/ REGULATORY SETTLEMENT AGREEMENT

GENERAL MATTERS AND RESERVATIONS. Class Counsel shall take all necessary Action to accomplish approval of the Agreement, the Class Notice, and entry of the Final Order and Final Judgment. The Parties (including their counsel, successors, and assigns) agree to cooperate fully and in good faith with one another and to use their best efforts to effectuate the Agreement, including without limitation in seeking preliminary and final Court approval of this Agreement, carrying out the terms of this Agreement, and promptly agreeing upon and executing all such other documentation as may be reasonably required to obtain final approval by the Court of the Agreement. In the event that the Court fails to approve the Agreement or fails to issue the Final Order and Final Judgment, the Parties agree to use all reasonable efforts, consistent with this Agreement to cure any defect identified by the Court.

GENERAL MATTERS AND RESERVATIONS. This Settlement Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Parties with respect to its subject matter and it may not be altered, amended, or modified except by written instrument executed by Class Counsel and LifeLock’s Counsel. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Settlement Agreement exist among or between them and that in deciding to enter into this Settlement Agreement, they are relying solely upon their own judgment and knowledge. This Settlement Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Settlement Agreement.

GENERAL MATTERS AND RESERVATIONS. A. The obligations of the Settling Parties to consummate the Agreement are conditioned upon the occurrence of each of the following: 1. entry by the Court of the Preliminary Approval Order in substantially the form attached as Exhibit B, with changes only as approved by the Settling Parties; 2. entry by the Court of the Order Approving Settlement and Judgment in substantially the form attached as Exhibit D, with changes only as approved by the Settling Parties; and 3. the Final Settlement Date. B. The Settling Parties intend this Agreement to be a final and complete resolution of all Claims arising out of Released Securities Holder/Company Claims that have been or could have been asserted by any Securities Holder derivatively or by the Company directly against Releasees or any of them. The Settling Parties agree not to assert in any forum that the Action was brought (on the one hand) or that the Company or the Individual Defendants defended the Action (on the other hand) in bad faith or without a reasonable basis. The Settling Parties shall not assert any Claims relating to the prosecution, defense or settlement of the Action except as necessary to enforce this Agreement. The Settling Parties agree that the settlement relief provided in the Agreement and the terms of this Agreement were negotiated at arm’s-length in good faith by the Settling Parties and reflect a Settlement that was reached voluntarily after consultation with experienced counsel.