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. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Stockholder Agent and Parent (a “Settled Claim”), then the Stockholder Agent and Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Parent and the Stockholder Agent to the Escrow Agent (“Settlement Instructions”) which shall, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent either: (i) to release a stated number of Escrow Shares and stated amount of Escrow Cash, if any, to Parent pursuant to such settlement agreement; and/or (ii) that no action need be taken by the Escrow Agent with respect to such Claim. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Escrow Shares and of Escrow Cash, if any, to Parent, the Escrow Agent shall: (i) immediately release from escrow and transfer to Parent for cancellation and/or that number of Escrow Shares and Escrow Cash that Parent and the Stockholder Agent have agreed shall be transferred and forfeited by the Company stockholders in such Settlement Instructions, which transferred and forfeited Escrow Shares and Escrow Cash shall be taken from and forfeited by each of the Company stockholders in the manner set forth in Section 1(f) of this Agreement; and (ii) notify the Stockholder Agent in writing of such transfer and forfeiture of Escrow Shares and Escrow Cash as promptly as reasonably practicable.
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.
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 NuvaRing, alone or in combination with any other substance, or any other transaction between Claimant and Released Persons relating to Claimant’s alleged use of NuvaRing. 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 the Named Defendants and/or other Released Persons in connection with this settlement or the defense of the Named Defendants and/or other Released Persons as that defense relates to NuvaRing claims asserted by any plaintiff or claimant, including Claimant. These “Settled Claims” include, without limitation and by way of example, all NuvaRing-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. 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 Xxxxxxxx’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. “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. 11.1 Any liability of a Vendor to make payment to the Purchaser in respect of a Settled Claim shall be satisfied as follows:
Settled Claims. Each of the parties hereto agrees that (a) no claims, causes of action or theories of relief (i) the same as those claims, causes of action or theories of relief alleged or asserted by any of the King Companies in their Answer and Counterclaims dated April 16, 2003 and their responses asserted in their Responses and Objections of Defendants to Plaintiffs' First Set of Interrogatories dated May 1, 2003 or (ii) otherwise based on the Specified Facts, and (b) no facts (the "Specified Facts") out of which any of the claims, causes of action, theories of relief or responses set forth in clause (a)(i) above arose, including, without limitation, the investigation by the Federal Trade Commission referred to in its letters dated March 13, 2003 and May 7, 2003 (but only to the extent the King Companies have Knowledge of the facts and circumstances underlying the initiation of such investigation), "Study 105", and all claims arising out of any actions taken by the Elan Companies relating to their relationship with United Research Laboratories, Inc./Mutual Pharmaceutical Company, Inc., shall, directly or indirectly, constitute, or form the basis for, a breach by any of the Elan Companies of any representation and warranty or covenant set forth in this Agreement or a failure of any condition set forth in Article IX or X of this Agreement.
Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by a Representative and Microfield (a "SETTLED CLAIM"), then the Representative and Microfield shall promptly deliver a copy of such executed settlement agreement to the Escrow Agent together with written instructions executed by both Microfield and the Representative to the Escrow Agent ("SETTLEMENT INSTRUCTIONS") which shall, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent: (i) to release a stated number of Escrow Shares to Microfield pursuant to such settlement agreement; (ii) that no action need be taken by the Escrow Agent with respect to such Claim; or (iii) that a stated number of Escrow Shares shall be released to the Shareholders pursuant to such settlement agreement. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Escrow Shares to Microfield, the Escrow Agent shall:
Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Representative and Broadbase, then the Representative and Broadbase shall promptly deliver such written settlement agreement to the Escrow Agent with written instructions on the appropriate charges or adjustments to be made to the Escrow Ledger, and the Escrow Agent shall promptly release and/or return the Escrow Shares subject to such claim in accordance with Sections 2.3(b) and 2.3(c). Any settlement which is effected without the consent of the Representative, which consent shall not be unreasonably withheld or delayed, shall not be determinative of the amount of Damages for which indemnification may be sought.
