Nature of Motions Sample Clauses

Nature of Motions. (1) The Parties shall use their best efforts to implement the Agreement and to secure the prompt, complete and final resolution of the Action, including a final dismissal of the Action, without costs and with prejudice as against the Defendant. (2) The First Motion shall be brought as soon as is reasonably possible following the execution of this Agreement. The Defendant shall consent to the First Order provided that it is substantially in the form at Schedule “A”. (3) Following the determination of the First Motion, the First Notice shall be published in accordance with section 10.1 of this Agreement. (4) Following the determination of the First Motion, the Second Motion will be brought and the Defendant shall consent to the Second Order provided that it is substantially in the form at Schedule “D”. (5) Following the determination of the Second Motion, provided that the Settlement is approved by the Court, the Second Notice shall be published in accordance with section 10.2 of this Agreement.
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Nature of Motions. (1) The Plaintiffs and the Settling Defendants shall use their best efforts to implement the Agreement and to secure the prompt, complete and final resolution of the Action, including a final dismissal of this Action, without costs and with prejudice. (2) The First Motion shall be brought as soon as is reasonably possible following the execution of the Agreement. The Settling Defendants shall consent to the First Order. (3) Following the determination of the First Motion, the First Notice shall be disseminated in accordance with section 9.1 of the Agreement. (4) Following the determination of the First Motion, the Second Motion will be brought and the Settling Defendants shall consent to the Second Order. (5) Following the determination of the Second Motion, provided that the Settlement is approved by the Court, the Second Notice shall be disseminated in accordance with section 9.2 of the Agreement.
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Nature of Motions. (1) The Parties shall use their best efforts to implement the Agreement and to secure the prompt, complete and final resolution of the Actions, including a final dismissal of the Ontario Action, without costs and with prejudice, and a settlement of the Quebec Action, without costs and without reservation as against the Defendants. (2) The First Motion shall be brought as soon as is reasonably possible following the execution of the Agreement. The Defendants shall consent to the First Order provided that it is substantially in the form at Schedule A. (3) Following the determination of the First Motion, the First Notice shall be published in accordance with section 10.1 of the Agreement. (4) Following the determination of the First Motion, the Second Motion will be brought and the Defendants shall consent to the Second Order provided that it is substantially in the form at Schedule D. (5) Following the determination of the Second Motion, provided that the Settlement is approved by both Courts, the Second Notice shall be published in accordance with section 10.2 of the Agreement.
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Nature of Motions. (1) The Parties shall use their best efforts to implement the Agreement and to secure the prompt, complete and final dismissal, with prejudice, of the Actions. (2) The First Motion shall be brought as soon as is reasonably possible following the execution of the Agreement. The Defendants shall consent to the First Order provided that it is consistent with the terms of this Agreement. (3) Following the determination of the First Motion, the First Notice shall be published in accordance with section 10.1 of the Agreement. (4) Following the determination of the First Motion, the Second Motion will be brought and the Defendants shall consent to the Second Order provided that it is consistent with the terms of this Agreement. (5) Following the determination of the Second Motion, provided that the Settlement is approved by the Courts, the Second Notice shall be published in accordance with section 10.2 of the Agreement.
Sample 1Sample 2
Nature of Motions. (1) The Parties shall use their best efforts to implement the Agreement and to secure the prompt, complete and final dismissal of the Action with prejudice and without costs. (2) The Plaintiffs shall bring the First Motion as soon as reasonably possible following the execution of the Agreement. The Defendants shall consent to the First Motion provided that it is consistent with the terms of this Agreement. (3) Following the determination of the First Motion, the First Notice shall be published in accordance with the directions of the Court and section 10.1 of the Agreement. (4) The Plaintiffs will thereafter bring the Approval Motion before the Court in accordance with its directions and the Defendants shall consent to the Approval Order sought in the Approval Motion provided that it is consistent with the terms of this Agreement. (5) Provided that the Settlement is approved by the Court, the Second Notice shall be published in accordance with the directions of the Court and section 10.2 of the Agreement.
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Nature of Motions. (1) The Plaintiff and the Imperial Defendants shall use their best efforts to implement the Agreement and to secure the prompt, complete and final resolution of the Action, including a final dismissal of this Action, without costs and with prejudice. (2) The First Motion shall be brought as soon as is reasonably possible following the execution of the Agreement. The Imperial Defendants shall have an opportunity to review and comment on the First Motion materials prior to filing. The Imperial Defendants shall consent to the First Order. (3) Following the determination of the First Motion, the First Notice shall be disseminated in accordance with section 8.1 of the Agreement. (4) Following the determination of the First Motion, the Second Motion will be brought and the Imperial Defendants shall consent to the Second Order except for the parts of that Order dealing with Class Counsel Fees and the Plan of Allocation. The Imperial Defendants shall have an opportunity to review and comment on the Second Motion materials prior to filing. (5) Following the determination of the Second Motion, provided that the Settlement is approved by the Court, the Second Notice shall be disseminated in accordance with section 8.2 of the Agreement.
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Nature of Motions. (1) The Parties shall use their best efforts to implement the Agreement and to secure the prompt, complete and final dismissal with prejudice of the Action. (2) The Plaintiffs shall bring the First Motion as soon as reasonably possible following the execution of the Agreement. The Defendants shall consent to the First Motion provided that it is consistent with the terms of this Agreement. (3) Following the determination of the First Motion, the First Notice shall be published in accordance with the directions of the Court and section 10.1 of the Agreement. (4) The Plaintiffs will thereafter bring the Second Motion before the Court in accordance with its directions and the Defendants shall consent to the Approval Order sought in the Second Motion provided that it is consistent with the terms of this Agreement. (5) Following the hearing and determination of the Second Motion, provided that the Approval Order and the Settlement are approved, Class Counsel shall hold the signed Approval Order in escrow until such time as the Settlement Amount is deposited in full with Sutts, Strosberg LLP, in trust, in accordance with section 5.1 of this Agreement, after which time (i) the Approval Order shall be immediately and automatically released from escrow and (ii) Class Counsel shall forthwith enter the Approval Order with the registrar of the Court. (6) Following the hearing and determination of the Second Motion, provided that the Settlement is approved by the Court, the Second Notice shall be published in accordance with the directions of the Court and section 10.2 of the Agreement.
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Nature of Motions. ‌ (1) The Parties shall use their best efforts to implement the terms of the Agreement. The Parties agree to hold in abeyance all steps in the Action, other than proceedings provided for in the Agreement, the First Motion, the Second Motion and such other proceedings required to implement the terms of the Agreement, until the date the Agreement becomes final or the date of the termination of the Agreement. (2) The First Motion shall be brought as soon as is reasonably possible following the execution of the Agreement. The Defendants shall consent to the First Order provided that it is substantially in the form at Schedule “A”. (3) Following the determination of the First Motion, the First Notice shall be published in accordance with section 10.2 of the Agreement. (4) Following the determination of the First Motion, the Second Motion will be brought and the Defendants shall consent to the Second Order provided that it is substantially in the form at Schedule “D”. (5) Following the determination of the Second Motion, provided that the Agreement is approved by the Court, the Second Notice shall be published in accordance with section 10.3 of the Agreement.
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Related to Nature of Motions

  • Filing of Motions Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may (i) file a proof of claim in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby.

  • Investigations and Remediations Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in Paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.

  • Procedures for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company. (b) If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially-reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification obligations or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. The Company shall have the right to conduct such defense as it sees fit in its sole discretion. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (f) The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

  • Inspection and Verification The Secured Parties and such persons as the Secured Parties may reasonably designate shall have the right to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, to discuss the Grantor’s affairs with the officers of the Grantor and its independent accountants and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including, in the case of collateral in the possession of any third Person, by contacting any account debtor or third Person possessing such Collateral for the purpose of making such a verification. Out-of-pocket expenses in connection with any inspections by representatives of the Secured Parties shall be (a) the obligations of the Grantor with respect to any inspection after the Secured Parties’ demand payment of the Notes or (b) the obligation of the Secured Parties in any other case.

  • Delivery of Materials In the event of any expiration or termination of this Agreement, Contractor shall promptly provide the JBE with all originals and copies of the Deliverables, including any partially-completed Deliverables-related work product or materials, and any JBE-provided materials in its possession, custody, or control. In the event of any termination of this Agreement, the JBE shall not be liable to Contractor for compensation or damages incurred as a result of such termination; provided that if the JBE’s termination is not for cause, the JBE shall pay any fees due under this Agreement for Services performed or Deliverables completed and accepted as of the date of the JBE’s termination Notice.

  • Delivery of Materials to Underwriters The Company will deliver to each of the several Underwriters, without charge and from time to time during the period when a prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Statutory Prospectus, the Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably request.

  • Review and Procedure Limitations The Asset Representations Reviewer will have no obligation (i) to determine whether a Delinquency Trigger has occurred, (ii) to determine whether the required percentage of Noteholders has voted to direct a Review, (iii) to determine which Receivables are subject to a Review, (iv) to obtain or confirm the validity of the Review Materials, (v) to obtain missing or insufficient Review Materials (except to the extent set forth in Section 3.04), or (vi) to take any action or cause any other party to take any action under any of the Basic Documents to enforce any remedies for breaches of any Eligible Representations. The Asset Representations Reviewer will only be required to perform the Tests provided in Exhibit A and will have no obligation to perform additional testing procedures on any ARR Receivables or to consider any additional information provided by any party. The Asset Representations Reviewer will have no obligation to provide reporting or information in addition to that described in Section 3.07. However, the Asset Representations Reviewer may review and report on additional information that it determines in good faith to be material to its performance under this ARR Agreement and may re-perform a Review with respect to an ARR Receivable as contemplated by Section 3.09. The Issuing Entity expressly agrees that the Asset Representations Reviewer is not advising the Issuing Entity or any Noteholder or any investor or future investor concerning the suitability of the Notes or any investment strategy. The Issuing Entity expressly acknowledges and agrees that the Asset Representations Reviewer is not an expert in accounting, tax, regulatory, or legal matters, and that the Asset Representations Reviewer is not providing legal advice as to any matter.

  • Review of Materials During the term of this Agreement, Client shall ensure that all prospectuses, statements of additional information, registration statements, proxy statements, reports to shareholders, advertising and sales literature or other materials prepared for distribution to Fund shareholders or the public, which refer to the Subadviser in any way, prepared by employees or agents of Client or its affiliates are consistent with information previously provided by Subadviser. Subadviser shall promptly notify the Client of any changes to information pertaining to the Subadviser and stated in the materials described in this Section 6(g).

  • Notification and Defense of Claims The Indemnitee agrees promptly to notify the Indemnitors in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the failure so to notify the Indemnitors will not relieve the Indemnitors from any liability that the Indemnitors may have to Indemnitee under this Agreement unless the Indemnitors are materially prejudiced thereby. With respect to any such Proceeding as to which Indemnitee notifies the Indemnitors of the commencement thereof: (A) The Indemnitors will be entitled to participate therein at their own expense. (B) Except as otherwise provided below, the Indemnitors will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitors to Indemnitee of the Indemnitors’ election so to assume the defense thereof, the Indemnitors will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the fees and disbursements of such counsel incurred after notice from the Indemnitors of the Indemnitors’ assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment by counsel by Indemnitee has been authorized by the Indemnitors, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitors and the Indemnitee in the conduct of the defense of such action, (c) such Proceeding seeks penalties or other relief against the Indemnitee with respect to which the Indemnitors could not provide monetary indemnification to the Indemnitee (such as injunctive relief or incarceration) or (d) the Indemnitors shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and disbursements of counsel shall be at the expense of the Indemnitors. The Indemnitors shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Indemnitors, or as to which Indemnitee shall have reached the conclusion specified in clause (b) above, or which involves penalties or other relief against Indemnitee of the type referred to in clause (c) above. (C) The Indemnitors shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Indemnitors’ written consent. The Indemnitors shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Indemnitors nor Indemnitee will unreasonably withhold or delay consent to any proposed settlement.

  • Considerations on Review In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

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