Settlement of the Action Sample Clauses

Settlement of the Action. Immediately after signing of the Settlement Agreement, the Plaintiffs shall give irrevocable instructions to their legal representatives (the ‘‘Plaintiffs’ Legal Advisers’’) to sign the Consent Dismissal Order and documents necessary to discharge the Notice of Interest and to deliver the same to the legal representatives of the Defendants (the ‘‘Defendants’ Legal Advisers’’) upon their irrevocable undertaking to hold it on order of the Plaintiffs’ Legal Advisers not to file the same in Court until and when the following have taken place (collectively the ‘‘Release Conditions’’):

Settlement of the Action. 2.2.1 It is agreed by and among the Named Plaintiffs and State Fund that any and all claims, damages, remedies sought or causes of action arising out of or related to any of the claims asserted in either the Xxxxxxxx or Xxxxxx class action lawsuits for any policy in effect from March 1, 2013, through the date of preliminary approval of this Settlement, shall be settled and compromised as between the Named Plaintiffs and State Fund, subject to the terms and conditions set forth in this Settlement Agreement and the approval of the Court. This Settlement shall be a bar to Plaintiffs for any and all Released Claims, and may be pleaded as a complete and total defense to any Released Claims raised in the future including those that are or could be brought to the Insurance Commissioner and/or the Administrative Hearing Bureau. 2.2.2 The occurrence of the Effective Date is a prerequisite to any distributions from the Settlement Fund. 2.2.3 The Initial Settlement Agreement provided that within five (5) days of the execution of the Initial Settlement Agreement by all Parties, Xxxxxx Plaintiffs would seek leave of the Court through its online message board to file the Proposed Xxxxxx Second Amended Complaint and notify the Court that all Parties consent to the amendment. Xxxxxx Plaintiffs did so and on June 10, 2022, with leave of the Court, filed the Proposed Xxxxxx Second Amended Complaint. On July 26, 2022, the Court entered an order based upon a stipulation of the parties staying State Fund’s response to the Xxxxxx Second Amended Complaint pending settlement approval.

Settlement of the Action. For and in consideration of the settlement between the parties, Defendant hereby agrees to make payment to Plaintiff in the total amount of nineteen thousand, two-hundred eighty dollars and seventy- five cents ($19,280.75), plus Plaintiff's costs for filing the lawsuit and serving Defendant not to exceed $400.00. The parties hereto hereby release and forever discharge each other, and the other's predecessors, successors, assigns, affiliates, parent corporations, subsidiary corporations, officers, directors, agents, servants, representatives, employees, heirs, and assigns, and any other person, firm or corporation now, previously, or hereafter affiliated in any manner with any of the parties hereto, of and from any and all claims, demands, assertions of liability, causes of action, obligations, damages, claims for indemnity of any kind, nature or character whatsoever, except for the obligations set forth within this Agreement, whether or not known, suspected, or claimed, which any may have against the other, including (1) those arising by reasons of any matter, cause, or event arising directly or indirectly out of the facts and circumstances of the Action - Alameda County Superior Court Case No. HG4155209 and (2) those arising out of or in any way connected with any loss, damage or injury whatsoever of whatever kind or nature, whether known or unknown, suspected or unsuspected, resulting from any action or omission by, or on the part of, any party committed or omitted prior to the date that this Agreement is executed. SETTLEMENT AGREEMENT AND MUTUAL RELEASE Alameda County Case No. HG 4155209

Settlement of the Action. 2.1 The consideration set forth below constitutes consideration for the global settlement of the Federal Action, the Santa Xxxxx Action and the State Derivative Action (collectively the “Global Settlement”), and is in exchange for the releases and discharges provided therein. Pursuant to the Global Settlement, Defendants agree and VeriSign shall benefit from and receive the following: 2.2 VeriSign shall have fully implemented the stock option remedies as announced in VeriSign’s Restatement, which include each of the following:

Settlement of the Action. For and in consideration of settlement between the parties, QMI hereby agrees to make payment to CW in the amount of Forty-Three Thousand Two Hundred and Fifty Dollars ($43,250.00). The parties hereto hereby release and forever discharge each other, and the other's predecessors, successors, assigns, affiliates, parent corporations, subsidiary corporations, officers, directors, agents, servants, representatives, employees, heirs, and assigns, and any other person, firm or corporation now, previously, or hereafter affiliated in any manner with any of the parties hereto, of and from any and all claims, demands, assertions of liability, causes of action, obligations, damages, claims for indemnity of any kind, nature or character whatsoever, except for the obligations set forth within this Agreement, whether or not now known, suspected, or claimed, which any may have against the other, including (1) those arising by reason of any mater, cause, or event arising directly or indirectly out of the facts and circumstances of the Action (complaint prepared by CW, as against Q Matrix, Inc., et al., and (2) those arising out of or in any way connected with any loss, damage or injury whatsoever of whatever kind or nature, whether known or unknown, suspected or unsuspected, resulting from any act or omission by, or on the part of, any party, committed or omitted, prior to the date that this Agreement is executed. The parties hereby, on behalf of themselves and the entities on whose behalf they have signed, represent and warrant that the undersigned have the authority and the capacity to make this Agreement and to carry out the terms hereof. In connection with such waivers and relinquishment, the parties hereto acknowledge that they are aware that they or their attorneys may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but that it is their intention hereby to fully, finally and forever to settle and release all of the disputes and differences known or unknown, suspected or unsuspected, which do now exist, may exist in the future, or heretofore have existed arising out of or in connection with the released matters. In furtherance of such intention, the release hereby given shall be and remain in effect as a full and complete release notwithstanding the discovery or existence of any such additional or different claims or facts arising out of or in conne...

Settlement of the Action. Upon the full compliance of each party of its respective obligations as set out below, within the applicable time limits prescribed by this Agreement, the Action will be settled and dismissed, with prejudice and without costs as against any party. Contemporaneously with its execution of this Agreement, each party's counsel will execute a counterpart of a stipulation of dismissal, in form substantially identical to the attached Exhibit 2 (the "Stipulation") and each party will then deliver that counterpart, along with an executed copy of this Agreement, to Xxxxxxxxx Xxxxxx & Xxxxx LLP, TGI's attorney ("Escro w Agent") to be held in escrow, as provided below. If the executed documents required here of CVD and CONA have not been received by the Escrow Agent by January 20 , 2015, then this Agreement shall be of no force and effect and the Escrow Agent shall be relieved of any responsibilities hereunder.

Related to Settlement of the Action

Settlement of the Award Upon vesting, the RSU Award will be settled by delivery of one share of Stock as of the Vesting Date, for each RSU being settled. Such settlement shall occur promptly on or following the vesting of each RSU.
Settlement of Actions Neither the Manager nor any other Underwriter party to this Master AAU may settle or agree to settle any Action related to or arising out of the Offering, nor may any other Underwriter settle or agree to settle any such Action without the consent of the Manager, nor may any other Underwriter seek the Manager’s consent to any such settlement agreement, nor may the Manager consent to any such settlement agreement, unless: (A) the Manager, together with such other Underwriters as constitute a majority in aggregate interest based on the Underwriting Percentage of the Underwriters as a whole (including the Manager’s interest), approve the settlement of such Action, in which case the Manager is authorized to settle for all Underwriters, provided, however, that the settlement agreement results in the settlement of the Action against all Underwriters raised by the plaintiffs party thereto; or (B) (i) such settlement agreement expressly provides that the non-settling Underwriters will be given a judgment credit (or credit in settlement) with respect to all such Actions for which the non-settling Underwriters may be found liable (or will pay in subsequent settlement), in an amount that is the greatest of: (x) the dollar amount paid in such initial settlement to settle such Actions, (y) the proportionate share of the settling Underwriter’s fault in respect of common damages arising in connection with such Actions as proven at trial, if applicable, or (z) the amount by which the settling Underwriter would have been required to make contribution had it not settled, under Sections 9.5 and 11.2 hereof in respect of the final non-appealable judgment (or settlement) subsequently entered into by the non-settling Underwriters (such greatest amount of either (x), (y), or (z), the “Judgment Credit”);3 (ii) such settlement agreement expressly provides that in the event that the applicable court does not approve the Judgment Credit as part of the settlement, the settlement agreement will automatically terminate; and (iii) the final judgment entered with respect to the settlement agreement contains the Judgment Credit.
Actions; Proceedings There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will, if determined adversely to the Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement.
Transaction Litigation From and after the date of this Agreement until the earlier of the Acquisition Merger Closing or termination of this Agreement in accordance with its terms, SPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands, other stockholder Actions (including derivative claims) or Actions brought by any third-party relating to this Agreement, any related agreements or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of SPAC, any of SPAC or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of SPAC or any of its Subsidiaries), or, in the case of the Company, any of the Company or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of the Company or any of its Subsidiaries). SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other; provided, however, that in no event shall (x) SPAC or any of its Subsidiaries or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), or (y) the Company or any of its Subsidiaries any or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed).
Shareholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Settlement of Third Party Claims Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).
Suits, Actions, Proceedings If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans pursuant to any of the foregoing provisions of this Section 9.2, the Agent or any Bank, if owed any amount with respect to the Loans, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the other Loan Documents, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent or such Bank; and
Stockholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Third Party Proceedings The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
Settlement of Investment Disputes 1. Any dispute between an investor of one Contracting Party and the other Contracting Party shall be subject to a written notification by the most expeditious party. the notification shall be accompanied by an aide-memoire sufficiently detailed. To the extent possible, the parties will endeavour to resolve the dispute through negotiations, a professional opinion possible use of a third party, or by conciliation between the Contracting Parties through diplomatic channels. 2. In the absence of amicable settlement by direct arrangement between the parties to the dispute by conciliation or through diplomatic channels within six months of its notification, the dispute shall be submitted, at the choice of the investor, either to the competent court of the State in which the investment has been made or to international arbitration. To this end, each Contracting Party consents advance irrevocable and that any dispute to arbitration. this consent implies that they shall waive the requirement of exhaustion of administrative or judicial remedies. 3. In the event of recourse to international arbitration, the dispute shall be submitted to an arbitral institutions described below, at the choice of the investor: — An ad hoc arbitration tribunal established under the Arbitration Rules of the United Nations Commission on United Nations Commission on International Trade Law (UNCITRAL); — The International Centre for the Settlement of Investment Disputes (ICSID, established by the Convention on the Settlement of Investment Disputes between States and Nationals of Other States, opened for signature at Washington, on 18 March 1965, when each State Party to this agreement would be a member thereof. as long as this requirement is not fulfilled, each Contracting Party consents that the dispute be submitted to arbitration under the ICSID Additional Facility Rules: — The Court of Arbitration of the International Chamber of Commerce in Paris; — The Arbitration Institute of the Stockholm Chamber of Commerce. If the arbitration procedure has been introduced on the initiative of a Contracting Party, it shall invite in writing of the investor concerned to express his choice in the arbitration body which shall be seized of the dispute. 4. Neither of the Contracting Party, Party to the dispute raise objection shall not, at any stage of the arbitration proceedings or enforcement of an arbitration award, on account of the fact that the investor, opposing party in the dispute has received an indemnity covering the whole or part of its losses by virtue of an insurance policy or to the guarantee provided for in article 9 of this Agreement. 5. The arbitration awards shall be final and binding on the parties to the dispute. each Contracting Party undertakes to execute the decisions in accordance with its national law.

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