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Xxxxxxx Lawsuit Sample Clauses

Xxxxxxx Lawsuit. Within three (3) Business Days of APW collecting any judgment in the Xxxxxxx Lawsuit, Buyer shall pay to Sellers’ Representatives, as additional Purchase Price, an amount equal to (i) the amount, if any, so collected by APW, minus all Litigation Expenses related to the Xxxxxxx Lawsuit incurred by APW after the Effective Time and not reimbursed by Sellers, minus the payments made pursuant to Section 11.7, multiplied by (ii) one (1) minus the Applicable Tax Rate (to be determined after taking into consideration any applicable federal or state tax loss carryforwards). Sellers’ Representatives shall make all decisions and control the proceedings relating to the Xxxxxxx Lawsuit, and Buyer shall, and shall cause APW, to cooperate with Sellers’ Representatives and do everything reasonably deemed necessary or appropriate by Sellers’ Representatives in connection with collecting the judgment awarded in the Xxxxxxx Lawsuit. If, for any reason, within one hundred eighty (180) days of the date that a final, non-appealable decision in the Xxxxxxx Lawsuit has been rendered, the amount of the judgment collected, if any, is insufficient to reimburse APW for the Litigation Expenses incurred after the Effective Time, Sellers shall pay to Buyer an amount equal to (i) the amount of such Litigation Expenses, multiplied by (ii) one (1) minus the Applicable Tax Rate, and such payment shall be deemed a reduction in the Purchase Price.
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Xxxxxxx Lawsuit. To the maximum extent permitted by applicable law, Xxxxxx agrees to indemnify, defend (with counsel acceptable to Purchaser) and hold harmless Purchaser, and their respective employees, officers, directors, agents, subsidiaries, affiliates, legal representatives, successors and assigns, from and against any and all claims, actions, proceedings, judgments, damages (including consequential damages), liens, fines, liabilities, losses, costs and expenses (including but not limited to attorneys= fees) arising from the Xxxxxxx Action, and any appeals, counter-claims, cross claims or matters arising from the Xxxxxxx Action. Seller shall reaffirm to Purchaser that these warranties are true at the time of the Closing,
Sample 1
Xxxxxxx Lawsuit. In recognition of the potential impact of the XxXxxxx Lawsuit on the Sellers' obligations to the Buyers hereunder, the Sellers and their legal counsel shall provide to the Buyers as set forth below: (i) copies of all pleadings, motions or other materials filed with the court promptly after filing or receipt by either Seller (but in any event within two (2) Business Days after filing or receipt by either Seller); (ii) copies of all nonministerial correspondence between the parties to the XxXxxxx Lawsuit to the extent that such disclosure will not violate any attorney client or similar privilege of either Seller with any 31 third party or any confidentiality agreement or joint defense agreement to which either Seller is a party; (iii) notice of all hearings and depositions relating to the XxXxxxx Lawsuit at least five (5) Business Days prior to such hearing or deposition; and (iv) to the extent permitted by applicable law, copies of all deposition transcripts. All notices to be given pursuant to this SECTION 4.17 shall be given to the following recipients: RECIPIENTS: Xxxxxx X. Xxxxxx, Esq. Senior Vice President and General Counsel Argosy Gaming Company 000 Xxxxx Xxxxxx Xxxxx, Xxxxxxxx 00000 Fax: (000) 000-0000 Xxxxxx X. Xxxxxx, Esq. Goldberg, Kohn, Bell, Black, Xxxxxxxxxx & Xxxxxx, Ltd. 00 Xxxx Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Fax: (000) 000-0000
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Xxxxxxx Lawsuit. On or about August 4, 2022, a Complaint for Damages, Injunctive Relief, Declaratory Relief, Inverse Condemnation and Jury Demand was filed as Cause No. 45D11-2208-PL-000451 in the Lake Superior Court, Civil Division 7 naming the City of Hobart as defendant (the “Xxxxxxx Action”). The Xxxxxxx Action seeks, inter alia, to reverse or overturn the vacation of the former public right-of-way land described in that certain Plat of Vacation dated 20th day of July, 2022 and recorded August 3, 2022 as Document No. 2022- 024961.
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Xxxxxxx Lawsuit. If they are receiving in-home personal care hours, their personal care hours are calculated using the base hours in effect under WAC 388-106-0125 in December 2010”. This statement must remain on all future assessments. Anytime a new assessment is completed that changes the CARE generated in-home hours, contact Xxxx-Xxx XxXxxxx at HCS headquarters. She will assist with calculating the correct number of hours. If this isn’t completed accurately, the Department will be out of compliance with the settlement agreement. When a Planned Action Notice is created for in-home personal care services, document the following under the Reasons/Authority tab: In the Reasons field select “Other”. Under Reasons (Other Specify) document, “You were named in the X.X. x. Dreyfus settlement agreement. Your in-home personal care hours have been re-calculated based on the base hours in effect in December of 2010. In the Authority section of the PAN document the following statement: “Under a legal settlement reached in X.X. x. Dreyfus, X. X. Wa. #C10-2052-TSZ (November 13, 2013), your personal care hours are calculated using the base hours in effect under WAC 388-106-0125 in December 2010 (WSR 00-00-000, filed June 30, 2010). Your services are otherwise governed by the current laws and regulations.” This statement must be included in all in-home personal care service PANs regarding personal care hours. Anytime the file is transferred to a new case manager, unit or office, inform the receiving office of this information. We are working to automate functionality in CARE that will: Calculate the hours based on the base hours that were in place in December 2010; Identify the client as a plaintiff in the X.X. x. Dreyfus settlement agreement; and Auto-populate all in-home personal care PANs with the legal language noted above. Until these changes can be automated, the instructions above will need to be implemented and tracked manually.
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Xxxxxxx Lawsuit. Buyer shall cooperate with FGH and provide assistance as reasonably requested by FGO or FGH in the case styled Xxxxxx & Xxxxxxx, Ltd. v. Xxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx & Associates, L.L.C., Civil Action No.
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Xxxxxxx Lawsuit. (a) Seller shall use best efforts to pursue settlement of or its claims under the Xxxxxxx Lawsuit using all available rights and remedies with respect to the subject matter thereof. Seller shall promptly provide to Buyer any court filings received by Seller. Buyer shall have the reasonable opportunity to review and comment on any court filings made by Seller prior to filing. Seller shall consult in good faith with Buyer on any matters or actions with respect the Xxxxxxx Lawsuit and shall not enter into any settlement agreement thereto without the consent of Buyer. Seller shall name Buyer as a party to the Xxxxxxx Lawsuit or grant to Buyer third party beneficiary rights with respect to the Xxxxxxx Lawsuit. (b) Seller shall use best efforts to fully enforce any and all rights and remedies with respect any non-solicitation and non-competition provisions in the Xxxxx Xxxxxxx Employment Agreement and pursue any and all remedies for any breach thereof.”
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Xxxxxxx Lawsuit. The following is added as new Section 7.25 to the Agreement:
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Related to Xxxxxxx Lawsuit

  • ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.

  • DISPUTES AND LITIGATION In the event of a dispute concerning the tenancy created by this agreement, TENANT agrees that whether or not the premises are being actively managed by an AGENT for the record OWNER, TENANT agrees to hold AGENT, its heirs, employees and assigns harmless and shall look solely to the record OWNER of the premises in the event of a legal dispute. INTEGRATION: This lease and exhibits and attachments, if any, set forth the entire agreement between LANDLORD and TENANT concerning the premises, and there are no covenants, promises, agreements, conditions, or understandings, oral or written between them other than those herein set forth. If any provision in this agreement is illegal, invalid or unenforceable, that provision shall be void but all other terms and conditions of the agreement shall be in effect. MODIFICATIONS: No subsequent alteration, amendment, change or addition to this lease shall be binding upon LANDLORD unless reduced to writing and signed by the parties. RADON GAS: State law requires the following notice to be given: "Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." ABANDONED PROPERTY: BY SIGNING THIS RENTAL AGREEMENT, THE TENANT AGREES THAT UPON SURRENDER, ABANDONMENT, OR RECOVERY OF POSSESSION OF THE DWELLING UNIT DUE TO THE DEATH OF THE LAST REMAINING TENANT, AS PROVIDED BY CHAPTER 83, FLORIDA STATUTES, THE LANDLORD SHALL NOT BE LIABLE OR RESPONSIBLE FOR STORAGE OR DISPOSITION OF THE TENANT'S PERSONAL PROPERTY. ADDITIONAL STIPULATIONS:

  • No Proceeding or Litigation No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parent, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company's business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.

  • Third Party Litigation The undersigned agrees to be available to the Company and its affiliates on a reasonable basis in connection with any pending or threatened claims, charges or litigation in which the Company or any of its affiliates is now or may become involved, or any other claims or demands made against or upon the Company or any of its affiliates, regardless of whether or not the undersigned is a named defendant in any particular case.

  • Cooperation With Regard to Litigation Executive agrees to cooperate with the Company, during the term and thereafter (including following Executive’s termination of employment for any reason), by making himself available to testify on behalf of the Company or any subsidiary or affiliate of the Company, in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any subsidiary or affiliate of the Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any subsidiary or affiliate of the Company, as may be reasonably requested and after taking into account Executive’s post-termination responsibilities and obligations. The Company agrees to reimburse Executive, on an after-tax basis, for all reasonable expenses actually incurred in connection with his provision of testimony or assistance.

  • Infringement Proceedings Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks of which it has actual knowledge. Each Party will have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each Party agrees to provide the other Party with its reasonable cooperation and assistance with respect to any such infringement proceedings.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Legal Action If you are dissatisfied with the determination of your claim, and have complied with applicable state and federal law, you are entitled to seek judicial review. This review will take place in an appropriate court of law. Under state law, you may not begin court proceedings prior to the expiration of sixty (60) days after the date you filed your claim. In no event may legal action be taken against us later than three (3) years from the date you were required to file the claim. For members covered by a group (employer sponsored) health plan, your plan may be subject to the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Under federal law, if your plan is subject to ERISA you may have the right to bring legal action under section 502(a) of ERISA after you have exhausted all appeals available under the plan. That means, for both medical and administrative appeals, federal law requires that you pursue a final decision from the plan, prior to filing suit under section 502(a) of ERISA. For a medical appeal, that final decision is the determination of the appeal. You are not required to submit your claim to external review prior to filing a suit under section 502(a) of ERISA. Consult your employer to determine whether this applies to you and what your rights and obligations may be. If you are dissatisfied with the decision on your claim, and have complied with applicable state and federal law, you are entitled to seek judicial review. This review will take place in an appropriate court of law.

  • No Violation, Litigation or Regulatory Action 1. The Company has complied in all material respects with all requirements of any laws or court orders, which are applicable to the business and assets of the Project. 2. There are no lawsuits, claims, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against or affecting the Company in respect of the assets or the business of the Project nor, to the knowledge of the Company, is there any basis for any of the same, and there is no lawsuit, suit or proceeding pending in which the Company is the plaintiff or claimant which relates to the business or assets of the Project. 3. There is no action, suit or proceeding pending or, to the knowledge of the Company, threatened which questions the legality or propriety of the transactions contemplated by this Agreement. 4. There has been no investigation conducted or charges, complaints or actions brought by the State of Illinois or any governmental body within the State of Illinois (including the Federal government) with respect to the Company or its officers and directors. 5. The Company and its officers and directors have not been the subject of any criminal investigations or charges. 6. The Company would not have Placed in Service the Capital Improvements and created or retained the requisite number of New Employees and Retained Employees without the benefits of the Credit. Proof of this shall include, but is not limited to, correspondence, financial plans and prospectuses, internal memoranda and other written documentation demonstrating the Company would not have taken the actions without the award of the Credit.

  • No Governmental Litigation There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, any damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Company; or (d) which would materially and adversely affect the right of the Company or Parent to own the assets or operate the business of Parent following the Merger.

Most Referenced Clauses

Most Referenced Definitions