Retained Matters Sample Clauses

Retained Matters. (a) Notwithstanding anything herein to the contrary, Transferor shall retain, be entitled to all benefits associated with, and have the right to control, the Retained Matters. If, following Closing, Transferee or Xxxxxxx receives any proceeds or recoveries in connection with the Retained Matters, then Transferee shall, and shall cause Xxxxxxx to, promptly pay to Transferor all such proceeds and recoveries. Further, from and after Closing, to the extent commercially reasonable, Transferee shall, and shall cause Xxxxxxx to, not take any action with the intent to impair the benefits of, or be detrimental to Transferor, Transferor’s Affiliates or Xxxxxxx (solely to the extent relating to the Retained Matters) in the advancement or defense of the Retained Matters.
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Retained Matters. 5.2.1. Except as otherwise set forth in Sellers’ Disclosure Schedules, Sellers or their Affiliates will be entitled to exclusively control, conduct, and otherwise direct the prosecution, defense, and settlement of any of the Proceedings described as or arising out of “Retained Matters” in Sellers’ Disclosure Schedules and Buyer covenants to cause the HPL Entities to grant such control to Sellers. Following the Closing, the liability of the HPL Entities for any demands, claims, causes of action, suits, judgments, damages, amounts paid in settlement, penalties, liabilities, losses or deficiencies, court costs, expenses of arbitration or mediation, and other out-of-pocket expenses relating to any Retained Matter (“Retained Matter Liabilities”) will be limited as set out in the description thereof in Sellers’ Disclosure Schedule, and Sellers hereby agree to solely bear the cost of, or if unable to directly bear the cost of, shall indemnify and hold harmless, the HPL Entities from all Retained Matter Liabilities in excess of such limit on the liability of the HPL Entities therefor (“Sellers’ Retained Matter Responsibility”), in accordance with the provisions of Section 6.2. Sellers will retain rights in proportion to Sellers’ Retained Matter Responsibility with respect to any recovery from any of the Retained Matters or any counterclaim thereto or cross-claim with respect thereto (whether or not presently asserted), and Buyer agrees to immediately remit, and cause the HPL Entities to immediately remit, any and all such recoveries to Sellers or their designees.
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Retained Matters. Notwithstanding the sale of the Shares and the NLLC Membership Interests and the Business Conveyance, the Parties agree that the assets set forth on SCHEDULE 1.3 - PART 1 and the liabilities, contracts, and executory obligations set forth on SCHEDULE 1.3 - PART 2 shall be retained or assumed by RSI or a Ryder Affiliate and that RSI shall take such actions prior to Closing as Allied, on behalf of the Allied Parties, shall reasonably require to ensure that such assets, liabilities, contracts and executory obligations ***** set forth in SCHEDULE 1.3 PART 1 and SCHEDULE 1.3 - PART 2 (collectively, the "Retained Matters") are diverted from the Acquired Ryder Entities prior to Closing and are not transferred to the Acquired Ryder Entities. RSI shall be responsible for and shall bear the costs of such actions and shall compensate Allied for any adverse tax consequence arising therefrom. ***** ***** Confidential portion omitted and filed separately with the Securities and Exchange Commission, requesting confidential treatment.
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Retained Matters. 49 10.13 Lien Releases; Good Standing .................................. 49 10.14 Guarantees .................................................... 50 ARTICLE XI MISCELLANEOUS ............................................... 50
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Retained Matters. The Parties acknowledge and agree that as of the ---------------- Closing Date, the Sellers shall retain full and total responsibility for and control of any and all Retained Liabilities and Pre-Closing Environmental Liabilities (the latter being subject to the applicable provisions of Article ------- IX), including certain actions, proceedings, Tax audits or investigations to -- which Sellers or their Affiliates are subject relating to such Retained Liabilities and Pre-Closing Environmental Liabilities (collectively, the "Retained Matters"). ----------------
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Retained Matters. Notwithstanding the sale of the Shares and the NLLC Membership Interests and the Business Conveyance, the Parties agree that the assets set forth on Schedule 1.3 - Part 1 and the liabilities, contracts, and executory obligations set forth on Schedule 1.3 - Part 2 shall be retained or assumed by RSI or a Ryder Affiliate and that RSI shall take such actions prior to Closing as Allied, on
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Retained Matters. (a) Notwithstanding anything herein to the contrary, Transferor shall retain, be entitled to all benefits associated with, and have the right to control, the Retained Matters. If, following Closing, Transferee or Wilmington receives any proceeds or recoveries in connection with the Retained Matters, then Transferee shall, and shall cause Wilmington to, promptly pay to Transferor all such proceeds and recoveries. Further, from and after Closing, to the extent commercially reasonable, Transferee shall, and shall cause Wilmington to, not take any action with the intent to impair the benefits of, or be detrimental to Transferor, Transferor’s Affiliates or Wilmington (solely to the extent relating to the Retained Matters) in the advancement or defense of the Retained Matters.
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Retained Matters 
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Related to Retained Matters

  • Privileged Matters (a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Parent Group and the SpinCo Group, and that each of the members of the Parent Group and the SpinCo Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the Parent Group or the SpinCo Group, as the case may be. In furtherance of the foregoing, each Party shall authorize the delivery to and/or retention by the other Party of materials existing as of the Effective Time that are necessary for such other Party to perform such services.

  • Related Matters Executive further acknowledges and agrees that as a condition to receipt of any severance benefits, Executive must (i) comply with Executive’s obligations under Executive’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement; and (ii) resign from all officer and director positions with the Company and/or any affiliate (unless otherwise requested by the Company).

  • Section 16 Matters Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

  • FCC Matters Except for the filing of tariffs with the FCC, ----------- each Loan Party has duly and timely filed all filings which are required to be filed by it under the Communications Act, the failure to file which could reasonably be expected to have a Material Adverse Effect and is in all material respects in compliance with the Communications Act, including the rules and regulations of the FCC applicable to it, the failure to be in compliance with which could reasonably be expected to have a Material Adverse Effect. No failure to pay any Indebtedness owing to the FCC in respect of any C-Block FCC License has occurred, except in accordance with the orders, rules and regulations of the FCC.

  • Board Matters Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials.

  • Employment Related Matters Except as set forth in Schedule 3.16, (a) Seller is not a party to any contract or agreement with any labor organization or other representative of its employees; (b) there is no unfair labor practice charge or complaint pending or, to Seller's best knowledge, threatened against Seller; (c) there is no labor strike, slowdown, work stoppage or other labor controversy in effect or, to Seller's best knowledge, threatened against or otherwise affecting Seller; (d) Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past three years; (e) no representation question has been raised respecting any employees of Seller working within the past three years, nor, to the best knowledge of Seller, are there any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organization; (f) no collective bargaining agreement relating to any employees of Seller is being negotiated other than extensions or renewals of existing agreements set forth in Schedule 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of Seller's employees, is pending or, to Seller's best knowledge, threatened against Seller; (h) Seller is not a party to, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their employees or employment practices relating to the employees; (i) Seller is in compliance in all material respects with all applicable laws, policies, procedures, agreements and contracts, relating to employment, employment practices, wages, hours, and terms and conditions of employment; (j) Seller has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on or prior to the date hereof.

  • Reserved Matters In these Conditions, “

  • SEC Matters (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, reports and other documents required to be filed by it with the SEC since June 1, 2010 (collectively, the “Company Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

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