Unasserted Claims and Assessments Sample Clauses

Unasserted Claims and Assessments. Buyer’s management believes that there are no unasserted claims which are probable of assertion or which, if asserted, would have at least a reasonable possibility of an unfavorable outcome. It is our understanding that in the course of providing legal services for us regarding a matter recognized to involve an unasserted possible claim or assessment, you may form a professional conclusion as to the need to disclose such a possible claim or assessment. It is also our understanding that whenever you have formed such a conclusion, you will, as a matter of professional responsibility to us, advise us and consult us concerning the question of such disclosure and the applicable requirements of Statement of Financial Accounting Standard No. 5, Accounting for Contingencies (“FAS 5”). Please specifically confirm to our auditors that our understanding is correct. We also hereby inform you that we have represented to our auditors that there are no unasserted possible claims that you have advised are probable of assertion and must be disclosed in accordance with FAS 5 in our financial statements dated as of [enter the date of the last audited financial statements or the date of the last balance sheet] and for the year then ended. Please specifically identify the nature and reasons for any limitation in your response to this letter.
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Unasserted Claims and Assessments. Flextronics Flextronics, through counsel, made a written demand for payment in the amount of $28,375.00 for unpaid invoices. University of Utah University of Utah, through its general counsel, made written demand on Angstrom claiming that on or about October 18, 2006, Angstrom received an erroneous double payment from the University in the amount of $14,100.00. AirTrans Logistics, Inc. This vendor made demand on Angstrom for goods sold and delivered in the amount of $11,127.25. Accordingly, by letter dated March 12, 2008, this vendor made demand on Angstrom for $10,627.25, and has threatened the institution of suit. SCHEDULE 15 TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008 AMONG ATC, AMI AND ATC SUB Registration Rights Agreement REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1
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Unasserted Claims and Assessments. On December 30, 1996, the Company by board resolution, authorized the negotiation of the sale of up to thirty percent of the Company. The claims outstanding regarding this board resolution, relate to two entities. Each is entitled to receive fifteen percent of the stock of the Company. The acquisition price is to be negotiated. NOTE 6 - LONG-TERM OBLIGATIONS Federal Communications Commission, C Block - Effective September 17, 1996, this note is due on quarterly installments of approximately $55,874 beginning December 31, 2002. The installment payments include interest calculated at an annual interest rate of 7%. Interest up to the date of December 31, 2002, will be paid as follows: one annual interest payment on September 30, 1997, of approximately $56,128; quarterly installment interest payments of approximately $13,543 due on the last day of the month and every 90 days thereafter beginning on December 31, 1997, through and including September 30, 2002. The note is secured by the FCC License No. PBB411C. The annual requirements for the extinguishment of long-term liabilities for the next five years and thereafter are as follows: 1996 1995 ------------ ------------ 1996 $ - $ - 1997 219,846 - 1998 - - 1999 - - 2000 - - 2001 - - Thereafter 773,888 - ----------- ----------- Total $ 993,734 $ 311,500 NOTE 6 - RELATED PARTY The accounts receivable other of $96,815 and $100,340 as of December 31, 1996 and 1995, respectively, was due from Xxxxx Broadcasting Corporation and Xxxxx Corporation. Both amounts were paid off entirely April 29, 1997. The two entities have the same ownership as Xxxxx Corporation II. XXXXX CORPORATION II Scottsbluff, Nebraska CONSOLIDATED FINANCIAL STATEMENTS and INDEPENDENT AUDITOR'S REPORT For the Years Ended December 31, 1997 and 1996 XXXXX CORPORATION II Scottsbluff, Nebraska TABLE OF CONTENTS * * * * Page Number Independent Auditor's Report 1 Financial Statements Balance Sheets 2 - 3 Statements of Income and Changes in Retained Earnings 4 Statements of Cash Flows 5
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Unasserted Claims and Assessments. On December 30, 1996, the Company by board resolution, authorized the negotiation of the sale of up to thirty percent of the Company. The claims outstanding regarding this board resolution, relate to two entities. Each is entitled to receive fifteen percent of the stock of the Company. The acquisition price is to be negotiated. NOTE 5 - LONG-TERM OBLIGATIONS Federal Communications Commission, C Block - Effective September 17, 1996, this note is due in quarterly installments of approximately $55,874 beginning December 31, 2002. The installment payments include interest calculated at an annual rate of 7%. Interest up to the date of December 31, 2002, will be paid as follows: one annual interest payment on September 30, 1997, of approximately $56,128; quarterly installment interest payments of approximately $13,543 due on the last day of the month and every 90 days thereafter beginning on December 31, 1997, through and including September 30, 2002. The note is secured by the FCC License No. PBB411C. Federal Communications Commission, F Block - This note payable was effective April 28, 1997, for the principal sum of approximately $74,467. It is due in quarterly installments of approximately $2,974 beginning July 28, 1999. The installment payment includes interest calculated at an annual rate of 6.25%. Interest up to the date of July 28, 1999, will be paid in equal quarterly installments of approximately $1,163 due on July 28, 1997, and every quarter thereafter on October 28, January 28, April 28 and July 28 through and including April 28, 1999. The entire unpaid principal amount plus accrued and unpaid interest is due and payable on April 28, 2007, if not paid sooner. The note payable is secured by the FCC License No. CWB411F. Federal Communications Commisssion, F Block - This note payable was effective April 28, 1997, for the principal sum of $34,200. It is due in quarterly installments of approximately $1,366 beginning July 28, 1999. The installment payment includes interest calculated at an annual rate of 6.25%. Interest up to the date of July 28, 1999, will be paid in equal quarterly installments of approximately $534 due on July 28, 1997, and every quarter thereafter on October 28, January 28, April 28 and July 28 through and including April 28, 1999. The entire unpaid principal amount plus accrued and unpaid interest is due and payable on April 28, 2007, if not paid sooner. The note payable is secured by the FCC License No. CWB270F. NOTE 5 - LONG-TERM OB...
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Unasserted Claims and Assessments. In my opinion there are no claims that can be made by First Presidential against Air Response, Inc. that have not already been asserted in this lawsuit. Although the claims made by First Presidential may vary, I do not believe that there exists any possible claim that has been unasserted by First Presidential.
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Unasserted Claims and Assessments. There are no known unasserted claims and assessments against Ecologic Transportation, Inc.
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Unasserted Claims and Assessments. There are no known unasserted claims against PTSG. {WLMLAW W0021825.DOC}{WLMLAW W0021825.DOC}{WLMLAW W0015651.DOC} SCHEDULE 12 TO THE AGREEMENT AND PLAN OF MERGER DATED OCTOBER 9, 2014 AMONG EGCT, PTSG AND EGCT SUB Disagreements with Accountants and Lawyers. PTSG has no disagreements with its accountants or lawyers. SCHEDULE 13 TO THE AGREEMENT AND PLAN OF MERGER DATED OCTOBER 9, 2014 AMONG EGCT, PTSG AND EGCT SUB Tax Matters. PTSG is up-to-date in respect of its tax status, filings and liabilities. {WLMLAW W0021825.DOC}{WLMLAW W0021825.DOC}{WLMLAW W0015651.DOC} SCHEDULE 14 TO THE AGREEMENT AND PLAN OF MERGER DATED OCTOBER 9, 2014 AMONG EGCT, PTSG AND EGCT SUB Transactions with Affiliates and Employees Other than as stated below, PTSG does not have any transactions with affiliates and employees:
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Unasserted Claims and Assessments. Flextronics Flextronics, through counsel, made a written demand for payment in the amount of $28,375.00 for unpaid invoices. University of Utah University of Utah, through its general counsel, made written demand on Angstrom claiming that on or about October 18, 2006, Angstrom received an erroneous double payment from the University in the amount of $14,100.00. AirTrans Logistics, Inc. This vendor made demand on Angstrom for goods sold and delivered in the amount of $11,127.25. Accordingly, by letter dated March 12, 2008, this vendor made demand on Angstrom for $10,627.25, and has threatened the institution of suit. SCHEDULE 15 TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008 AMONG ATC, AMI AND ATC SUB Registration Rights Agreement REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions. 2. Registration Rights. 2.1. Request for Registration. 2.2. Company Registration. 2.3. Obligations of the Company. 2.4. Furnish Information. 2.5. Expenses of Demand Registration. 2.6. Expenses of Company Registration. 2.7. Underwriting Requirements. 2.8. Delay of Registration. 2.9. Indemnification. 2.10. Reports Under Exchange Act. 2.11. Form S-3 Registration. 2.12. Assignment of Registration Rights. 2.13. Limitations on Subsequent Registration Rights. 2.14. Termination of Registration Rights. 3. Miscellaneous. 3.1. Transfer, Successors and Assigns. 3.2. Governing Law. 3.3. Counterparts. 3.4. Titles and Subtitles. 3.5. Notices. 3.6. Costs and Enforcement. 3.7. Amendments and Waivers. 3.8. Severability. 3.9. Aggregation of Stock. 3.10. Entire Agreement. 3.12. Transfers of Rights. 3.13. Delays or Omissions. Schedule A - Schedule of Holders REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April __, 2008, by and among Angstrom Technologies Corp., a Nevada corporation, with headquarters located at 00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, XX 00000 (the “Company”), and the undersigned buyers (each, a “Holder,” and collectively, the “Holders”).
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Unasserted Claims and Assessments. There are no known unasserted claims and assessments against PRLX. SCHEDULE 10 TO THE AGREEMENT AND PLAN OF MERGER DATED NOVEMBER 1, 2012 AMONG EDVP, PRLX, EDVP SUB & PRLX SHAREHOLDERS EDVP Shareholder Cancellation Resolution CANCELLATION RESOLUTION CORPORATE RESOLUTION AUTHORIZING RETIREMENT/OUTRIGHT CANCELLATION WITHOUT REISSUANCE OF THE ATTACHED CERTIFICATES ______________ENDEAVOR POWER CORP _______________ ___________________COMMON________________________ CLASS OF STOCK RESOLVED, THAT ISLAND STOCK TRANSFER STOCK, TRANSFER AGENT FOR THE ABOVE CLASS OF STOCK FOR THE ABOVE COMPANY, IS AUTHORIZED BY THE COMPANY TO CANCEL ALL CERTIFICATE(S) LISTED BELOW, WHICH ARE PRESENTED TO THE STOCK TRANSFER AGENT FOR OUTRIGHT CANCELLATION, AND DECREASE THE OUTSTANDING SHARES ON THE BOOKS OF THE COMPANY. ORIGINAL CERTIFICATE(S) PRESENTED FOR CANCELLATION (PLEASE TYPE)
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Related to Unasserted Claims and Assessments

  • Indemnity Claims A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • 506(c) Claims Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

  • Uncontested Claims In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt by the Escrow Agent of such Notice of Claim, as provided below in Section 2.3(b), Parent may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent Demand") stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

  • Insured Claims To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or

  • Disputed Claims $ The undersigned who has a contract with for furnishing labor or materials or both labor and materials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or other improvement of real property known and identified as located in (city or town), County, and owned by , upon receipt of ($ ) in payment of an invoice/requisition/application for payment dated does hereby:

  • Indemnification Claims (a) In the event the Parent or the Company Stockholders are entitled, or seek to assert rights, to indemnification under this Article VI, the Parent or the Company Stockholders (as the case may be) shall give written notification to the Company Stockholders or the Parent (as the case may be) of the commencement of any suit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 Business Days after receipt by the party seeking indemnification of notice of such suit or proceeding, and shall describe in reasonable detail (to the extent known by the party seeking indemnification) the facts constituting the basis for such suit or proceeding and the amount of the claimed damages; provided, however, that no delay on the part of the party seeking indemnification in notifying the indemnifying party shall relieve the indemnifying party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the indemnifying party may, upon written notice thereof to the party seeking indemnification, assume control of the defense of such suit or proceeding with counsel reasonably satisfactory to the party seeking indemnification; provided that the indemnifying party may not assume control of the defense of a suit or proceeding involving criminal liability or in which equitable relief is sought against the party seeking indemnification. If the indemnifying party does not so assume control of such defense, the party seeking indemnification shall control such defense. The party not controlling such defense (the “Non-Controlling Party”) may participate therein at its own expense; provided that if the indemnifying party assumes control of such defense and the party seeking indemnification reasonably concludes that the indemnifying party and the party seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the party seeking indemnification shall be considered “Damages” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-Controlling Party advised of the status of such suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such suit or proceeding. The indemnifying party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the party seeking indemnification, which shall not be unreasonably withheld or delayed; provided that the consent of the party seeking indemnification shall not be required if the indemnifying party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the party seeking indemnification from further liability and has no other materially adverse effect on the party seeking indemnification. The party seeking indemnification shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the indemnifying party, which shall not be unreasonably withheld or delayed.

  • Causes of Action All causes of action and claims (including, without limitation, all causes of action or claims arising in tort, by contract, by fraud or by concealment of material fact) against any Person for damages or injury to the Property or in connection with any transactions financed in whole or in part by the proceeds of the Loan (“Cause of Action”);

  • Unknown Claims Executive acknowledges that Executive has been advised to consult with legal counsel and that Executive is familiar with the principle that a general release does not extend to claims that the releaser does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. Executive, being aware of this principle, agrees to expressly waive any rights Executive may have to that effect, as well as under any other statute or common law principles of similar effect.]3

  • Contested Claims In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

  • Direct Claims Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

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