Purpose of Settlement Agreement and Absence of Liability Sample Clauses

Purpose of Settlement Agreement and Absence of Liability a. This Settlement Agreement and any and all schedules, exhibits and ancillary documents hereto (collectively, the “Settlement Documents”) are being executed for the purposes of (a) unwinding the Purchase Transaction; (b) providing for an orderly and amicable separation of the Parties, and (c) compromising and settling all disputes between them, which shall be accomplished generally as follows:
Sample 1
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Purpose of Settlement Agreement and Absence of Liability a. This Settlement Agreement and any and all schedules, exhibits and ancillary documents hereto (collectively, the “Settlement Documents”) are being executed for the purposes of (a) providing for an orderly and amicable separation of the Parties, and (b) compromising and settling all disputes between them, which shall be accomplished generally by (i) the Purchaser purchasing all of the issued and outstanding common stock of Management Company (the “Management Company Stock”) from PainCare Sub as his sole and separate property, for the sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00)(the “Stock Purchase Price”) payable as follows: seventeen (17) equal consecutive monthly payments of Eleven Thousand Seven Hundred Sixty Eight and 37/00 ($11,768.37) beginning on March 1, 2008 and continuing on the first day of each month thereafter until August 1, 2009 whereupon a final payment in an amount equal to Seventy Nine Thousand One Hundred Seventy Nine and 87/00 Dollars ($79,179.87) shall be due and payable.
Sample 1
Purpose of Settlement Agreement and Absence of Liability a. This Settlement Agreement and any and all schedules, exhibits and ancillary documents hereto (collectively, the “Settlement Documents”) are being executed for the purposes of (a) unwinding the Purchase Transactions; (b) providing for an orderly and amicable separation of the Parties, and (c) compromising and settling all disputes between them, which shall be accomplished by the Practice purchasing the Non-Medical Assets from the PainCare Sub for the sum of One Hundred Fifty Two Thousand and 00/100 Dollars ($152,000.00) plus the total amount of proceeds generated from the sale of the PainCare Shares, in exchange for the Non-Medical Assets, the termination of the Management Agreement and other agreements, and the agreements of the Sellers and the Purchasers to release each other under the terms of the General Releases in the form of Exhibit 4(a) and Exhibit 4(b), respectively.
Sample 1
Purpose of Settlement Agreement and Absence of Liability a. This Settlement Agreement and any and all schedules, exhibits and ancillary documents hereto (collectively, the “Settlement Documents”) are being executed for the purposes of (a) unwinding the Purchase Transactions; (b) providing for an orderly and amicable separation of the Parties, and (c) compromising and settling all disputes between them, which shall be accomplished by the Practice purchasing the Non-Medical Assets from the PainCare Sub for the sum of Three Hundred Thousand and 00/100 Dollars ($300,000.00) less amounts swept or withdrawn from the Practice’s operating bank account by Sellers on or after July 20, 2007 plus the total amount of proceeds generated from the sale of the PainCare Shares, in exchange for the Non-Medical Assets and the termination of the Management Agreement and all agreements executed pursuant to the Merger Agreement.
Sample 1
Purpose of Settlement Agreement and Absence of Liability a. This Settlement Agreement and any and all schedules, exhibits and ancillary documents hereto (collectively, the “Settlement Documents”) are being executed for the purposes of (a) unwinding the Purchase Transactions; (b) providing for an orderly and amicable separation of the Parties, and (c) compromising and settling all disputes between them, which shall be accomplished by the Practice purchasing the Non-Medical Assets from the PainCare Sub for: (i) the sum of Six Hundred Thousand and 00/100 Dollars ($600,000.00) less amounts swept or withdrawn from the Practice’s operating bank account by Sellers on or after August 2, 2007 (the “Cash Purchase Price”), plus (ii) the total amount of proceeds generated from the sale of the PainCare Shares (the “Stock Sales Purchase Price”), plus (iii) the assumption of the liabilities described in Section 2.e below, and (iv) the forgiveness and cancellation of the obligations of PainCare to pay any (a) accrued and unpaid past due Intended or Adjusted Installment Payment or Installment Payment Premium (as defined in the Merger Agreement) of cash and PainCare stock and (b) future Installment or Adjusted Installment Payment or Installment Payment Premium of cash and PainCare stock (collectively the consideration described in 1a(i)(ii)(iii) and (iv) immediately above shall hereinafter be known as the “Purchase Price”).
Sample 1
Purpose of Settlement Agreement and Absence of Liability a. This Settlement Agreement and any and all schedules, exhibits and ancillary documents hereto (collectively, the “Settlement Documents”) are being executed for the purposes of (a) unwinding the Purchase Transactions; (b) providing for an orderly and amicable separation of the Parties, and (c) compromising and settling all disputes between them, which shall be accomplished by the Practice purchasing the Non-Medical Assets from the PainCare Sub in exchange for (i) the Purchasers’ General Release (as defined below), (ii) the assumption of the liabilities described in Section 2.c below, (iii) the forgiveness and cancellation of the obligations of PainCare to pay any (a) accrued and unpaid past due Intended or Adjusted Installment Payment or Installment Payment Premium (as defined in the Merger Agreement) of cash and PainCare stock and (b) future Installment or Adjusted Installment Payment or Installment Payment Premium of cash and PainCare stock (collectively the consideration described in 1a(i)(ii)(iii) and (iv) of the Merger Agreement, all other covenants and representations set forth herein, all of which shall be deemed to be of reasonably equivalent value (collectively, the “Consideration”).
Sample 1
Purpose of Settlement Agreement and Absence of Liability a. This Settlement Agreement and any and all schedules, exhibits and ancillary documents hereto (collectively, the “Settlement Documents”) are being executed for the purposes of (a) unwinding the Practice Purchase Transaction; (b) providing for an orderly and amicable separation of the Parties, and (c) compromising and settling all disputes between them, which shall be accomplished generally by (i) the Purchaser purchasing all of the issued and outstanding common stock of the Acquisition Company (the “Acquisition Company Stock”) from PainCare Sub for (A) the sum of Four Hundred Forty Thousand and 00/100 Dollars ($440,000.00) plus (B) the total amount of proceeds generated from the sale (as described in more detail below) of the PainCare Shares [which the Purchaser shall pay such PainCare Shares Remaining Sale Proceeds (defined in Section 2(c) to HBK as defined below], and (ii) the Purchaser purchasing the C-Arm and the NVC Equipment (collective, the, “Equipment” which is more particularly described in Exhibit 1(a) attached hereto) for the sum of Thirty-Five Thousand and 00/100 Dollars ($35,000.00) .
Sample 1
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Related to Purpose of Settlement Agreement and Absence of Liability

  • HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

  • Effective Period, Termination and Amendment; Interpretive and Additional Provisions This Custodian Agreement shall become effective as of the date hereof, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by mutual agreement of the parties hereto. This Custodian Agreement may be terminated by either party by written notice to the other party, such termination to take effect no sooner than sixty (60) days after the date of such notice. Notwithstanding the foregoing, if Ally Financial resigns as Servicer under the Basic Documents or if all of the rights and obligations of the Servicer have been terminated under the Servicing Agreement, this Custodian Agreement may be terminated by the Issuing Entity or by any Persons to whom the Issuing Entity has assigned its rights hereunder. As soon as practicable after the termination of this Custodian Agreement, the Custodian shall deliver the Receivable Files described herein to the Issuing Entity or the Issuing Entity’s agent at such place or places as the Issuing Entity may reasonably designate.

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

  • Certain Undertakings Relating to Separateness Without limiting any, and subject to all, other covenants of the Borrower, the Equityholder and the Servicer contained in this Agreement, the Borrower (the Servicer in acting on behalf or for the benefit of the Borrower and the Equityholder in acting on behalf of the Borrower as the equityholder in the Borrower) shall conduct its business and operations separate and apart from that of any other Person (including the Equityholder and any of their Affiliates) and in furtherance of the foregoing:

  • Termination and Amendment of Agreement The Corporation and the Custodian mutually may agree from time to time in writing to amend, to add to, or to delete from any provision of this Agreement. The Custodian may terminate this Agreement by giving the Corporation ninety days' written notice of such termination by registered mail addressed to the Corporation at its principal place of business. The Corporation may terminate this Agreement at any time by written notice thereof delivered, together with a copy of the resolution of the Board of Directors authorizing such termination and certified by the Secretary of the Corporation, by registered mail to the Custodian. Upon such termination of this Agreement, assets of the Corporation held by the Custodian shall be delivered by the Custodian to a successor custodian, if one has been appointed by the Corporation, upon receipt by the Custodian of a copy of the resolution of the Board of Directors of the Corporation certified by the Secretary, showing appointment of the successor custodian, and provided that such successor custodian is a bank or trust company, organized under the laws of the United States or of any State of the United States, having not less than two million dollars aggregate capital, surplus and undivided profits. Upon the termination of this Agreement as a part of the transfer of assets, either to a successor custodian or otherwise, the Custodian will deliver securities held by it hereunder, when so authorized and directed by resolution of the Board of Directors of the Corporation, to a duly appointed agent of the successor custodian or to the appropriate transfer agents for transfer of registration and delivery as directed. Delivery of assets on termination of this Agreement shall be effected in a reasonable, expeditious and orderly manner; and in order to accomplish an orderly transition from the Custodian to the successor custodian, the Custodian shall continue to act as such under this Agreement as to assets in its possession or control. Termination as to each security shall become effective upon delivery to the successor custodian, its agent, or to a transfer agent for a specific security for the account of the successor custodian, and such delivery shall constitute effective delivery by the Custodian to the successor under this Agreement. In addition to the means of termination herein before authorized, this Agreement may be terminated at any time by the vote of a majority of the outstanding shares of the Corporation and after written notice of such action to the Custodian.

  • EFFECTIVENESS, TERMINATION, AND AMENDMENT OF AGREEMENT (a) This Agreement shall become effective on the date set forth below and may be terminated at any time by any party upon sixty (60) days’ prior written notice to the other parties, and may be terminated earlier by the Fund, the Participant or the Distributor at any time in the event of a material breach by another party of any provision of this Agreement.

  • Conditions Precedent to Effectiveness of Agreement Each of the following is a condition precedent to the effectiveness of this Agreement:

  • Amendment and Termination of Agreement (a) We may amend any provision of this Agreement by giving you written notice of the amendment. Either party to this Agreement may terminate the Agreement without cause by giving the other party at least thirty (30) days' written notice of its intention to terminate. This Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

  • Reference to and Effect Upon the Credit Agreement (a) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

  • Assignment and Amendment of Agreement This Agreement automatically shall terminate without the payment of any penalty in the event of its assignment. No material amendment of this Agreement shall be effective until approved by the majority of the members of the Board who are not interested persons of the Trust (“Independent Trustees”), the Manager or the Subadviser and the shareholders of the affected Portfolio(s) to the extent required by the 1940 Act. The Subadviser agrees to notify the Manager of any change in control of the Subadviser within a reasonable time after such change.

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