Settled Claims Sample Clauses

Settled Claims. In connection with the restructuring and reorganization of ScanTech, subject to the terms and conditions of this Agreement, Aegus hereby agrees to terminate the Consulting Agreement at the consummation of the merger as described in the BCA and to accept in lieu of and in exchange for the compensation obligations set forth in the Consulting Agreement, as follows: (a) The number of ScanTech Series B Membership Units which, when exchanged at the closing of the Transaction (hereinafter the “Closing”) will result in the issuance and transfer to Aegus of 130,000 shares of the common stock of Pubco (the “Pubco Common Stock”) in accordance with the BCA, which shares shall be covered by and registered as at the date of issue on the Form S-4 Registration Statement (as defined in the BCA), and (b) An additional 70,000 shares of PubCo Common Stock shall be issued to and received by Aegus and shall be registered by a subsequent Form S-1 Registration statement by PubCo which shall be filed by PubCo with the SEC no later than 45 days following the consummation of the Business Combination, unless otherwise agreed by the parties.

Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by Acquirer and the Representative (a “Settled Claim”), then the parties will resolve such Settled Claim as provided in such settlement agreement.

Settled Claims. The term “Settled Claims” shall mean any and all claims, causes of action, demands, damages, costs, expenses, liabilities or other losses, whether in law or in equity, including assigned claims, whether known or unknown, asserted or unasserted, regardless of the legal theory, existing now or arising in the future, arising out of or relating to the purchase, use, manufacture, sale, design, distribution, promotion, marketing, clinical investigation, testing, administration, regulatory approval, and/or labeling of a DCOC, alone or in combination with any other substance, or any other transaction between Claimant and Released Persons relating to ▇▇▇▇▇▇▇▇’s alleged use of a DCOC. The term “Settled Claims” also includes any claims, causes of action, demands, damages, costs, expenses, liabilities or other losses, whether in law or in equity, including assigned claims, whether known or unknown, asserted or unasserted, regardless of the legal theory, existing now or arising in the future, arising directly or indirectly out of or in any way related to, this Release and the events surrounding its negotiation and execution. These “Settled Claims” also include any cause of action that Claimant may attempt to assert against any attorney, law firm, or its employees as it relates to their representation of Bayer and/or other Released Person in connection with this settlement or the defense of Bayer and/or other Released Persons as that defense relates to DCOC claims asserted by any plaintiff or claimant, including Claimant. These “Settled Claims” include, without limitation and by way of example, all DCOC related claims for damages or remedies of whatever kind or character, known or unknown, that are now recognized by law or that may be created or recognized in the future by statute, regulation, judicial decision, or in any other manner, for:

Settled Claims. If a Tax Covenant Claim, a Tax Warranty Claim or a Fundamental Business Warranty Claim (in each case which is an Uninsured Claim) is either settled in writing between the Buyer and the Sellers’ Representative (on behalf of the Sellers) or finally determined by a court of competent jurisdiction (either from which there is no further right of appeal or the appealing party has not indicated reasonably promptly that it intends to appeal) (“Settled Claim”) before the Retained Warranty Consideration Payment Date then, to the extent that such amount has not been otherwise recovered from or paid by or on behalf of any Seller (whether by deduction, set-off or otherwise), the amount so agreed or determined in favour of the Buyer in respect of the Settled Claim shall be deducted from the Retained Warranty Consideration and the Buyer and the Sellers’ Representative shall instruct the Escrow Agent to pay such amount to the Buyer in satisfaction of such Settled Claim and deducted from the amount that would otherwise be paid to the Sellers on the Retained Warranty Consideration Payment Date.

Settled Claims. 1. This FSA resolves and extinguishes any and all claims, demands, rights, causes of action, and counts for money damages and/or specific monetary relief under any theory of recovery encompassed by the CSC Claims defined in section II.E that were or could have been raised in this action in connection with BIA ISDA contracts awarded for fiscal years 1994 through 2013. This includes CSC Claims asserted by individual Class Members in separate contract disputes. 2. This FSA also resolves and extinguishes any and all claims, demands, rights, causes of action, and counts for money damages and/or specific monetary relief under any theory of recovery encompassed in the CSC Claims that any individual Class Member could have raised against Defendants in connection with BIA ISDA contracts for fiscal years 1994 through 2013. 3. This FSA also resolves and extinguishes any and all claims, counterclaims, demands, rights, causes of action, and counts for money damages and/or specific monetary relief under any theory of recovery that Defendants could have raised or asserted against the Class or any Class Member, arising from or related to any payment, overpayment, nonpayment, or underpayment of contract support costs in connection with BIA ISDA contracts for fiscal years 1994 through 2013. 4. Release of the above-described claims, counterclaims, demands, rights, causes of action and counts for money damages and/or specific monetary relief is effective on Defendant’s payment of the Settlement Amount as described in VII.A. 5. Nothing in this FSA shall limit the rights of any Party to enforce this FSA as set forth in Section X.

Settled Claims. “Settled Claims” means any and all claims for relief, demands, causes of action, and appeals of any kind whether known or unknown, which a

Settled Claims. The term “Settled Claims” shall include: Any and all demands, actions, causes of action, suits, obligations, assessments, damages, liabilities, investigation costs, claims, remediation costs, restoration, costs, administrative claims, other costs, losses, or expenses (including attorneys’ fees and expert witness fees) of any kind or nature whatsoever (whether legal or equitable, past, present or future, ascertained or unascertained, known or unknown, suspected or unsuspected) (“Claims”) arising directly or indirectly out of, relating to, resulting from or in any way connected with (i) actual or threatened groundwater contamination by a Covered Substance under or emanating from the AC Products Site (“AC Products’ Plume”); (ii) the investigation and/or remediation of any such actual or threatened contamination by a Covered Substance, and any other action or response arising out of, relating to, or resulting from such actual or threatened contamination; (iii) any AC Products releases (including any AC Products’ operations that may have contributed to the release) on or prior to the Effective Date of this Settlement Agreement which allegedly contributed to any such actual or threatened groundwater contamination from Covered Substances; and /or (iv) any fact or circumstance that has or could have been raised as part of the OCWD Action against AC Products.

Settled Claims. “Settled Claims” means any and all claims that were alleged in this action, arise out of or are related to the allegations and claims alleged in the action, and/or could have been alleged based on the facts, matters, transactions, or occurrences alleged in the action.

Settled Claims. If a Contested Claim is settled by a written settlement agreement executed by CheckFree and Intuit, then CheckFree and Intuit will promptly deliver such executed settlement agreement to the Escrow Agent with written instructions signed by CheckFree and Intuit to release to CheckFree for cancellation the number of Escrow Shares stipulated in such settlement agreement, and upon its receipt of such written instructions, the Escrow Agent will immediately release from escrow and transfer to CheckFree for cancellation and/or transfer to Intuit (as applicable under the provisions of such settlement agreement) that stipulated number of Escrow Shares.