Xxxxx Litigation. In an agreed effort to finalize this Settlement Agreement, the Parties have agreed to xxxxx all litigation and related discovery, appeals and deadlines until at least April 26, 2014. The Parties further agree to take all actions necessary to effectuate such abatement including seeking court approval if necessary. Finally, if the settlement is finalized and approved by the Court and not subject to an appeal, the Parties agree to take all actions necessary to withdraw all pending discovery and dismiss all pending litigation actions. The Parties have materially relied on the provisions of this Settlement in agreeing to xxxxx litigation in connection with the Final Hearing.
Xxxxx Litigation. To the extent that Homestore enters into a settlement of Mxxxxxx Xxxxx, et al., v. Homestore, Inc., et al., Case No. BC 312115, presently pending in the Superior Court of the State of California for the County of Los Angeles, Homestore will secure, as part of such settlement, a complete release and dismissal with prejudice of the claims against Wxxxx, including any actual or potential cross-claims against Wxxxx for contribution or indemnity. Nothing in this paragraph shall in any way obligate Homestore to advance or indemnify Wxxxx’x defenses costs or any judgment entered against Wxxxx in the Mxxxx case, other than as set forth in Section I of this Agreement.
Xxxxx Litigation. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly, amend or otherwise modify, or issue any direction, consent or certificate under, that certain Escrow Agreement dated on the Original Closing Date, among US SportRack Holdings, Bank One, NA, Bank One Trust Company, National Association and Xxxxx/AAS LLC, without the prior written consent of Agent SECTION 4 FINANCIAL COVENANTS/REPORTING Borrowers covenant and agree that from and after the date hereof until the Termination Date, Borrowers shall perform and comply with, and shall cause each of the other Credit Parties to perform and comply with, all covenants in this SECTION 4 applicable to such Person.
Xxxxx Litigation. On June 27, 2005, a purported consumer and merchant class action was filed in California state court against Visa U.S.A., Visa International, MasterCard, Xxxxxxx Bank and CardSystems Solutions, Inc. The complaint stems from a data-security breach at CardSystems, a payment card processor that handled Visa and other payment brand transactions. The complaint alleges that Visa U.S.A. and Visa International’s failure to inform cardholders of the CardSystems breach in a timely manner constitutes an unlawful and/or unfair business practice under California’s Unfair Competition Law and violates California’s statutory privacy-notice law. In August 2005, the court denied the plaintiffs’ application for a temporary restraining order, except with respect to the defendants’ retention of affected account-identifying information, and in September 2005 denied plaintiffs’ motion for a preliminary injunction. Also in September 2005, the court dismissed the claims brought by the merchant class. On November 18, 2005, the defendants answered the remaining claims. Limited discovery occurred. CardSystems filed for bankruptcy in U.S. District Court for the District of Arizona in May 2006, staying the litigation as to it. The plaintiffs removed the case to U.S. District Court for the Northern District of California on August 10, 2006, and then sought to transfer the case to federal court in Arizona. Visa U.S.A., Visa International and MasterCard moved for remand to state court. On October 11, 2006, the court granted the defendants’ motion for remand and denied the plaintiffs’ motion to transfer the case. Proceedings involving CardSystems continue in the bankruptcy court in Arizona, and the California state court plaintiffs appear to be pursuing claims against CardSystems in that forum. The state court in California has not set discovery deadlines or a trial date. The parties are currently engaged in settlement negotiations. The potential settlement amount is not considered material to the Company’s consolidated financial statements. The ATM Exchange Litigation On November 14, 2005, The ATM Exchange filed a complaint for money damages against Visa U.S.A. and Visa International in the U.S. District Court for the Southern District of Ohio. The plaintiff asserts claims of promissory estoppel, negligent misrepresentation and fraudulent misrepresentation, alleging that Visa’s deferment of a July 1, 2004 member deadline that required newly deployed ATMs to be certified by a Visa- recogni...
Xxxxx Litigation. Notwithstanding anything to contrary in this Agreement, if any Proceeding is instituted specifically by Xxxxx against any Person challenging the rights of Buyer or Call to consummate the transactions contemplated by this Agreement, disputing the validity or enforceability of this Agreement, or otherwise seeking relief based upon any act or omission of Buyer or Call incident to the transactions contemplated by this Agreement (the “Xxxxx Proceeding”), then (a) if the Closing shall not yet have occurred, Buyer agrees that, subject to the fulfillment of the other conditions precedent set forth in Section 12.2, and the absence of any court order restraining Buyer from proceeding to Closing, Buyer shall nonetheless proceed to Closing; and (b) Buyer shall deposit ten percent (10%) of each element of the Purchase Price not yet having been paid, when otherwise due hereunder, either (i) into the appropriate court by filing an interpleader action, or (ii) into an escrow account with an independent escrow agent until such court determines the property party entitled to such consideration; and (c) Call shall, in accordance with Section 11.1 hereof, defend, indemnify and hold harmless the Buyer Indemnified Parties from all Adverse Consequences arising out of, or in connection with, or caused by, directly or indirectly, the Xxxxx Proceeding. All attorneys’ fees incurred by Call or the Companies relating to the Xxxxx Proceedings shall be the responsibility of Call and, to the extent such attorneys’ fees are lent to the Companies or Call by Buyer, such amounts will be repaid at Closing by offset against the Purchase Price and or offset against the payments to Call in connection with the Shareholder Loan. Any actions or claims of the Companies that can be asserted against Xxxxx, including without limitation relating to Xxxxxx Leap, LLC, (“Claims Against Xxxxx”) shall not be commenced by the Companies, if at all, until after Closing (except upon the consent of Buyer), and all attorneys’ fees incurred in connection with Claims Against Xxxxx will be borne by the Companies, with any award or judgment resulting therefrom inuring solely to the benefit of the Companies and PEI.
Xxxxx Litigation. Prior to the Closing Date, the Company shall use its good faith, commercially reasonable efforts to enter and execute a settlement agreement,
Xxxxx Litigation. The litigation described below has been disclosed previously in the Company’s filings with the Securities and Exchange Commission, including the Company’s September 30, 2008, Form 10-Q filing, which was filed on November 14, 2008. However, the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Because the definition of “Previously Disclosed” in Section 2.1(b) of the Securities Purchase Agreement encompasses only disclosures made in the Annual Report on Form 10-K for the Company’s most recently completed fiscal year (or subsequent filings), the Company makes the following disclosure pursuant to Section 2.2(l): On October 8, 2007, The First Bancshares, Inc. (the “Company”) and its subsidiary, The First, A National Banking Association (the “Bank”) were formally named as defendants and served with a First Amended Complaint in litigation styled Xxxx X. Xxxxx v. Oak Grove Land Company, Inc., Xxxx XxXxxxx, Xxxxx X. Xxxxxxx, J. Xxxxxxx Xxxxxxxxxx, The First, a National Banking Association, The First Bancshares, Inc., and Xxxx Does 1 through 10, Civil Action No. 2006-236-CV4, pending in the Circuit Court of Xxxxx County, Mississippi, Second Judicial District (the “First Amended Complaint”). The First Amended Complaint was filed against the named defendants by Xxxx X. Xxxxx (“Xxxxx”), a former member of the Bank’s Advisory Board, and a shareholder of the Company who was until February 2, 2006, the largest individual holder of Company stock. The First Amended Complaint served upon the Company and Bank is similar to a complaint filed by Xxxxx against the other named defendants on April 11, 2006. The other named defendants, each of whom deny any liability to Xxxxx, include Oak Grove Land Company, Inc., a shareholder of the Company; Xxxx XxXxxxx, Director of the Company and the Bank, and an affiliate of Oak Grove Land Company, Inc.; Xxxxx X. Xxxxxxx, Director and Chairman of the Company and the Bank; and J. Xxxxxxx Xxxxxxxxxx, Director of the Company and the Bank. The First Amended Complaint contains allegations of fraud in connection with Xxxxx’x private sale of approximately UST Sequence No. 511 69,000 shares (representing approximately 5%) of the Company’s common stock to the named defendants (other than the Company or the Bank) in a privately negotiated transaction. In summary the First Amended Complaint alleges that one or more of the named defendants withheld information concerning the Company’s potential NASDAQ l...
Xxxxx Litigation. The Xxxxx Litigation shall either be resolved or resolution shall appear to be imminent, or Buyer, at its option, shall elect to close and pay Seller for the interests constituting the Assets notwithstanding the Xxxxx Litigation, in which case, Buyer shall be substituted or added, as applicable, as a party to the Xxxxx Litigation. Written confirmation from the Xxxxx Litigation Defendants that new division orders and/or stipulations of interest for the Affected Acreage will be issued consistent with the acreages shown on Exhibit A and Exhibit B will satisfy the provisions of this Section 9.06 with respect to the Affected Acreage to which such written confirmation relates. In the event of the occurrence of the foregoing, the Parties shall proceed to close, subject to the provisions of Section 4.04(c), as applicable.
