We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Settlement Conditions Sample Clauses

Settlement ConditionsA Holder’s right to receive the shares of Common Stock, any cash payable for fractional shares pursuant to Section 4.12, and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, upon settlement of any of its Purchase Contracts is subject to the following conditions: (a) if such Purchase Contract or the Unit that includes such Purchase Contract is in the form of a Definitive Security, surrendering the relevant Definitive Security to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank and with duly completed settlement instructions in the form attached thereto, or if such Purchase Contract is represented by a Global Security, surrendering the relevant Security in compliance with the Depositary’s applicable procedures; and (b) the payment of any transfer or similar taxes payable pursuant to Section 4.10.
Settlement Conditions. This Settlement Agreement resolves the issues raised by the Settling Parties in A.14-11- 014, on certain residential time-of-use rate design issues, subject to the conditions set forth below: 1. This Settlement Agreement embodies the entire understanding and agreement of the Settling Parties with respect to the matters described, and it supersedes prior oral or written agreements, principles, negotiations, statements, representations, or understandings among the Settling Parties with respect to those matters. In the event there is any conflict between the terms and scope of this Settlement Agreement as compared with the Joint Motion for Adoption that accompanies it, the Settlement Agreement shall govern. 2. This Settlement Agreement represents a negotiated compromise among the Settling Parties' respective litigation positions on the matters described, and the Settling Parties have assented to the terms of the Settlement only to arrive at the agreement embodied herein. Nothing contained in this Settlement Agreement should be considered an admission of, acceptance of, agreement to, or endorsement of any disputed fact, principle, or position previously presented by any of the Settling Parties on these matters in this proceeding. 3. This Settlement Agreement does not constitute and should not be used as a precedent regarding any principle or issue in this proceeding or in any future proceeding. 4. The Settling Parties agree that this Settlement Agreement is reasonable in light of the testimony submitted, consistent with the law, and in the public interest. 5. The Settling Parties agree that the language in all provisions of this Settlement Agreement shall be construed according to its fair meaning and not for or against any Settling Party because that Settling Party or its counsel or advocate drafted the provision. 6. This Settlement Agreement may be amended or changed only by a written agreement signed by the Settling Parties. 7. The Settling Parties shall jointly request Commission approval of this Settlement Agreement and shall actively support its prompt approval and subsequent implementation of all of its provisions. Active support shall include written and/or oral testimony (if testimony is required), briefing (if briefing is required), comments and reply comments on the proposed decision, advocacy to Commissioners and their advisors as needed (to the extent allowed by Commission Rules), and other appropriate means as needed to obtain the requested appro...
Settlement ConditionsA Holder’s right to receive the shares of Common Stock, and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, upon settlement of any of its Purchase Contracts is subject to the following conditions: (a) if such Purchase Contract or the Unit that includes such Purchase Contract is in the form of a Definitive Security, surrendering the relevant Definitive Security to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank and with duly completed settlement instructions in the form attached thereto, or if such Purchase Contract is represented by a Global Security, surrendering the relevant Security in compliance with the Depositary’s applicable procedures; and (b) the payment of any transfer or similar taxes payable pursuant to Section 4.11.
Settlement Conditions. (a) The Tax-Exempt Lender and the Taxable Lender’s obligations under this Agreement to purchase, to accept delivery of and to purchase the Notes at each Settlement Date shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder, including, without limitation, the Closing having been completed, and the Issuer having tendered performance of its obligations under this Section 3.3 hereof with respect to each Settlement, which Settlement shall not be completed unless the Tax- Exempt Lender and the Taxable Lender shall receive at the time of each Settlement the following: (i) a Request for Draw executed by an appropriate official in form satisfactory to the Tax-Exempt Lender for the Tax-Exempt Notes and the Taxable Lender for the Taxable Notes; (ii) a certificate, dated each Settlement Date, signed by an appropriate official of the Issuer in substantially the form of the certificate of the Issuer delivered at the Closing pursuant to Section 3.2(a)(iii), with such modifications thereto as are necessary to refer to each Settlement Date and each Settlement (rather than the Closing Date), and reflect the passage of time from the Closing to each Settlement; (iii) an opinion of Bond Counsel, dated the Settlement Date and addressed to the Tax-Exempt Lender and the Taxable Lender, to the effect that (A) the Ordinance has been duly adopted and is in full force and effect and (B) for any Notes bearing interest at the Fixed Tax-Exempt Rate or the Variable Tax-Exempt Rate, the interest on the Notes is excludable from gross income of the holder under the Code; (iv) such additional legal opinions, certificates, instruments and other documents as the Tax-Exempt Lender and the Taxable Lender may reasonably request to evidence the truth and accuracy, as of the date hereof and as of each Settlement Date, of the Issuer’s representations and warranties contained herein and the due performance or satisfaction by the Issuer on or prior to each Settlement Date of all the agreements then to be performed and conditions then to be satisfied by it; (v) with respect to the initial Draw only, the final approving opinion of the Texas Attorney General approving the issuance of the Notes and a copy of the registration certificate of the Comptroller of Public Accounts of the State of Texas.
Settlement ConditionsWith the exception of the settlement of the EBOF-BFI Note (as defined in Section 2.1), the Parties hereby agree that the terms, conditions and covenants herein shall be contingent upon the final closing of the Merger (the “Closing”) and the Parties shall not be bound by such terms of this Agreement until such Closing which, according to the LOI, shall occur by or before June 30, 2008.
Settlement Conditions. A. This Settlement Agreement is the result of negotiations among the Settling Parties. The discussions that have produced this Settlement Agreement have been conducted on the explicit understanding that all offers of settlement and discussions relating hereto are and shall be privileged, shall be without prejudice to the position of any party or participant presenting such offer or participating in any such discussion, and are not to be used in any manner in connection with these or other proceedings involving any one or more of the parties to this Settlement Agreement or otherwise. The agreement by a party to the terms of this Settlement Agreement shall not be construed as an agreement as to any matter of fact or law for any other purpose. B. Unless expressly stated herein, the making of this Settlement Agreement establishes no principles and shall not be deemed to foreclose any Settling Party from making any contention in any other proceeding or investigation. C. The Settling Parties submit this Settlement Agreement on the condition that it be approved in full by the PUC and on the further condition that, if the PUC (i) rejects this Settlement Agreement; (ii) fails to accept this Settlement Agreement as filed; or (iii) accepts this Settlement Agreement subject to conditions unacceptable to any Settling Party hereto, then this Settlement Agreement shall be deemed withdrawn, shall not constitute part of the record in any proceeding or be used for any purpose, and shall be deemed null and void, and the Settling Parties will be free to pursue their respective positions in these proceedings without prejudice. D. The Settling Parties recognize that the PUC has an ongoing obligation to modify rates to protect the public against improper and unreasonable rates, and that obligation cannot be precluded by a settlement agreement. E. This Settlement Agreement may be signed in counterparts, each of which shall be deemed an original and all of which together shall constitute one in the same document, and will be binding on each Settling Party when the counterparts have been executed.
Settlement ConditionsNo settlement shall --------------------- be effected by or on behalf of any Indemnified Party without the prior written consent of the Surviving Corporation, which shall not be unreasonably withheld. In addition, the Surviving Corporation shall be released from any further obligation to an Indemnified Party hereunder in respect of any Claim upon the unreasonable refusal of such Indemnified Party to consent to any settlement, compromise or entry of judgment with respect to such Claim which would result in a complete release of such Indemnified Party from all liability arising from such Claim.
Settlement ConditionsA Holder’s right to receive the shares of Class A Common Stock, and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, upon settlement of any of its Purchase Contracts is subject to the following conditions: (a) if such Purchase Contract or the Unit that includes such Purchase Contract is in the form of a Definitive Security, surrendering the relevant Definitive Security to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank and with duly completed settlement instructions in the form attached thereto, or if such Purchase Contract is represented by a Global Security, surrendering the relevant Security in compliance with the standing arrangements between the Depositary and the Purchase Contract Agent; and (b) the payment of any transfer or similar taxes payable pursuant to Section 4.11.
Settlement Conditions. 5.1 The Court shall approve the Certification and Settlement Approval Order and this Settlement Agreement. 5.2 The Action shall be dismissed by the Court as against the Defendants in its entirety.
Settlement Conditions. Settlement will not occur until acceptance by the Company of the Subscription and the fulfillment, at or prior to Settlement, of the following closing conditions: (a) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct at the time of Settlement; (b) all proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Company; (c) the Company shall have received all such counterpart originals or certified or other copies of such documents as the Company may request; and (d) the transactions contemplated by this Agreement shall have been approved by the Company’s Board of Directors.