Settlement of Certain Claims Sample Clauses

Settlement of Certain Claims. (a) AUTHORIZATION FOR PAYMENT.—Subject to subsection (b), the Secretary of the Treas- ury shall pay to the Pottawatomi Nation in Canada, notwithstanding any other provision of law, $1,830,000 from amounts appropriated under section 1304 of title 31, United States Code. (b) PAYMENT IN ACCORDANCE WITH STIPULA- TION FOR RECOMMENDATION OF SETTLEMENT.— The payment appropriated under subsection (a) shall be made in accordance with the terms and conditions of the Stipulation for Recommendation of Settlement dated May 22, 2000, entered into between the Pottawatomi Nation in Canada and the United States (in this Act referred to as the ‘‘Stipulation for Recommendation of Settle- ment’’) and included in the report of the Chief Judge of the United States Court of Federal Claims regarding Congressional Ref- erence No. 94–1037X submitted to the Senate on January 4, 2001, pursuant to the provi- sions of sections 1492 and 2509 of title 28, United States Code.
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Settlement of Certain Claims. Without limiting anything contained in this Article 13, in the event that any of the Sellers or their successors, on the one hand, or Medical Manager or the Purchaser, on the other hand, becomes aware of any claim asserted by any person which constitutes a Retained Liability (an "Unassumed Claim"), each party shall promptly notify the other party and the Purchaser and Medical Manager shall cooperate with the Sellers in any reasonable manner requested by the Sellers or their successors, as the case may be, or otherwise reasonably suggested by the Purchaser, with any negotiations or proceedings involving any such Unassumed Claim. Without limiting the foregoing, at the request and on behalf of the Sellers (and, in each case, so long as the Sellers, or their successors, first provide to the Purchaser and Medical Manager reasonable evidence of the Sellers' or their successors', as the case may be, ability to pay the amounts required to be paid to the Purchaser or Medical Manager provided for below in this Section 13.6), the Purchaser and Medical Manager provide such services or products (including providing additional or alternate hardware or software) to any End User or other person asserting an Unassumed Claim reasonably requested by PCN (in each case consistent with the Purchaser's and Medical Manager's customary business practices and subject to the Purchaser's and Medical Manager's available resources) in order to remedy and settle such Unassumed Claim ("Remedial Services"). With respect to any Remedial Services performed by the Purchaser or Medical Manager in satisfaction of an Unassumed Claim, the Sellers shall pay to the Purchaser an amount equal to: (i) all actual direct costs incurred by the Purchaser and Medical Manager in providing such services (including, without limitation, (A) the cost to the Purchaser and Medical Manager of any equipment, supplies or other items (including the costs of the shipping and handling thereof) provided by the Purchaser or Medical Manager to the End User or other person in connection therewith, (B) travel costs incurred by the Purchaser and Medical Manager in connection therewith, and (C) to the extent the Purchaser or Medical Manager is required to utilize third party contractors to perform any of the services, the amounts payable by the Purchaser or Medical Manager to third party contractors for providing such services); and (ii) the amount reasonably necessary to reimburse the Purchaser and Medical Manager for the a...
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Settlement of Certain Claims. It is understood and agreed that USG shall set aside at Closing a special reserve equal to the lesser of (A) $421,000 or (B) the actual amount of payment then owed to Drewx Xxxtributing Co., Inc. ("Drewx") xn connection with the settlement of the litigation described in item 2 on Schedule 3.06 of the Disclosure Schedule (the "Drewx Xxxerve"); provided, that no amount payable to Drewx xxxh respect to sales of any gaming devices after the Effective Time shall be taken into account in determining (B) above. The proceeds of the Drewx Xxxerve shall not be considered "Available Cash" for purposes of Section 8.08 hereof. Furthermore, (i) no Drewx Xxxerve shall be required if the matter is settled prior to the Effective Time as provided in Section 5.01 above and (ii) USG may reduce the Drewx Xxxerve by the amount by which the cash portion of the Merger Consideration paid by or on behalf of Leisure is less than $1,900,000. Leisure shall be obligated in any event to pay or cause to be paid at least $1,600,000 of the Merger Consideration in immediately available funds at the Closing.
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Settlement of Certain Claims. 11 ARTICLE VI NATURE AND SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION Section 6.01. Survival of Representations.............................................11
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Settlement of Certain Claims. Without the prior written agreement of Gaiam, prior to the Effective Time, Real Goods shall not settle or compromise any claim brought by any present, former or purported holder or owner of Real Goods Common Shares or other securities of Real Goods, or by any other Person, which relates to or seeks to challenge or enjoin the transactions contemplated by this Agreement.
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Settlement of Certain Claims. In connection with the merger undertaken pursuant to the Merger Agreement and the representation, warranties, covenants and agreements contained in the Merger Agreement, MAII has made certain claims against GENI for breaches of certain representations, warranties, covenants and agreements and claims under certain indemnification side letters, which claims are described in Exhibit B attached hereto (the "Claims"). The Parties hereto agree to settle the Claims by a payment by GENI to MAII of $1,000,000 (the "Claims Settlement Amount"). The Claims Settlement Amount shall be paid by the issuance and delivery to MAII by GENI of a promissory note, substantially in the form of Exhibit C attached hereto. In addition, GENI and MAII hereby agree that the provisions of Section 4.9 of the Merger Agreement are hereby terminated in their entirety.
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Settlement of Certain Claims. Without the prior written agreement of Shell, prior to the Effective Time, the Company shall not settle or compromise any claim brought by any present, former or purported holder or owner of Company Common Shares or other securities of the Company, or by any other Person, which relates to or seeks to challenge or enjoin the transactions contemplated by this Agreement, if in any such case such settlement or compromise involves the payment of cash or securities to such Person, or an order restraining or enjoining the transactions contemplated by this Agreement or limiting the ability of any member of the Shell Group to consummate the transactions contemplated hereby or to exercise control of the business and operations of the Company and its Subsidiaries after the Effective Time.
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Settlement of Certain Claims. 38 13. GENERAL....................................................................................................39 13.1. Expenses, Etc..................................................................................39 13.2. Survival of Representations and Warranties.....................................................39 13.3. Waivers........................................................................................39 13.4. Definition of Knowledge........................................................................40 13.5. Binding Effect; Benefits.......................................................................40 13.6. Notices........................................................................................40 13.7. Records; Assistance............................................................................41 13.8. Entire Agreement...............................................................................41 13.9. Headings.......................................................................................42 13.10. Counterparts...................................................................................42 13.11. Governing Law; Submission to Jurisdiction......................................................42 13.12. Third Party Beneficiaries......................................................................42 13.13. Severability...................................................................................42 13.14. Publicity......................................................................................42 13.15. Amendments.....................................................................................42 13.16. Drafting Conventions...........................................................................42 14. GLOSSARY...................................................................................................43 ASSET PURCHASE AGREEMENT AGREEMENT, dated as of April 26, 1999, by and among VERSYSS Incorporated, a Delaware corporation ("Versyss"), and Physician Computer Network, Inc., a New Jersey corporation ("PCN"), jointly and severally (the "Seller"), and Xxxxxxxx Systems, Inc., a Delaware corporation (the "Purchaser").
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Related to Settlement of Certain Claims

  • Waiver of Certain Claims The Pledgor acknowledges that because of present or future circumstances, a question may arise under the Securities Act of 1933, as from time to time amended (the “Securities Act”), with respect to any disposition of the Collateral permitted hereunder. The Pledgor understands that compliance with the Securities Act may very strictly limit the course of conduct of the Secured Party if the Secured Party were to attempt to dispose of all or any portion of the Collateral and may also limit the extent to which or the manner in which any subsequent transferee of the Collateral or any portion thereof may dispose of the same. There may be other legal restrictions or limitations affecting the Secured Party in any attempt to dispose of all or any portion of the Collateral under the applicable Blue Sky or other securities laws or similar laws analogous in purpose or effect. The Secured Party may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment only and not to engage in a distribution or resale thereof. The Pledgor agrees that the Secured Party shall not incur any liability, and any liability of the Pledgor for any deficiency shall not be impaired, as a result of the sale of the Collateral or any portion thereof at any such private sale in a manner that the Secured Party reasonably believes is commercially reasonable (within the meaning of Section 9-627 of the Uniform Commercial Code as adopted in the State of Minnesota). The Pledgor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Secured Party shall accept the first offer received and does not offer any portion of the Collateral to more than one possible purchaser. The Pledgor further agrees that the Secured Party has no obligation to delay sale of any Collateral for the period of time necessary to permit the issuer of such Collateral to qualify or register such Collateral for public sale under the Securities Act, applicable Blue Sky laws and other applicable state and federal securities laws, even if said issuer would agree to do so. Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, the Secured Party were to place all or any portion of the Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any portion of the Collateral for its own account, or if the Secured Party placed all or any portion of the Collateral privately with a purchaser or purchasers.

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Enforcement of Certain Rights Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such Person being deemed a third party beneficiary of this Agreement.

  • Restrictions on Payment of Certain Debt Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Permitted Ratio Debt or Subordinated Debt, except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Permitted Ratio Debt or Subordinated Debt (including any applicable subordination agreements), (ii) fees and expenses payable to holders of such Permitted Ratio Debt or Subordinated Debt required under the definitive documentation governing such Permitted Ratio Debt or Subordinated Debt (including any applicable subordination agreements), (iii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Permitted Ratio Debt or Subordinated Debt and (iv) any other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) so long as the Permitted Payment Conditions have been satisfied; or (b) Term Debt, except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Term Debt (including any applicable Intercreditor Agreement), (ii) fees and expenses payable to Term Agent and Term Lenders required under the Term Loan Debt Documents, (iii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Term Debt and (iii) other payments to the extent expressly permitted in the Intercreditor Agreement and (iv) any other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) so long as the Permitted Payment Conditions have been satisfied.

  • Waiver of Certain Damages To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

  • Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Waiver of Certain Defenses No action for the enforcement of the lien hereof or of any provision hereof shall be subject to any defense which would not be good and available to the party interposing the same in an action at law upon the Note or any of the other Loan Documents.

  • Payment of Certain Expenses The Bank covenants and agrees with SCUSA that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA will pay all of its own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

  • Disclaimer of Certain Damages YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH A KIT, COMPANY PROPERTIES OR OUTPUTS, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF KITS, COMPANY PROPERTIES OR OUTPUTS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE OUTPUTS OR COMPANY PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH COMPANY PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

  • Notification of Certain Matters The Company, Omron and Parent shall promptly notify each other of (a)(i) any notice or other communication received by a party to this Agreement from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or (ii) any notice or other communication received by a party to this Agreement from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby if, in the case of this clause (ii), the subject matter or result of such communication would reasonably be expected to be material to the Company or the Offer, the Merger or the other transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby unless, in the case of a threatened Action, such Action is, or would reasonably be expected to be, solely for immaterial monetary relief or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the Offer Conditions set forth in Exhibit A hereto or any of the conditions to the Merger set forth in Article VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.8 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VII or the Offer Conditions set forth in Exhibit A hereto except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure.

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