Denial of Wrongdoing or Liability Sample Clauses

Denial of Wrongdoing or Liability. This Agreement is entered into solely for purpose of effectuating a full compromise, settlement, and release as to Company from DOMESTIC COMPANY claims. Accordingly, except as set forth herein, each party acknowledges that the other has admitted no fault, wrongdoing, liability, or obligation, except such obligations as reflected in this Agreement, and related documents in execution hereof In fact, each party expressly denies such fault, wrongdoing, liability, or obligation.
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Denial of Wrongdoing or Liability. The Executive agrees and understands that the Releasees deny any wrongdoing or liability to the Executive and that this Severance Agreement does not constitute an admission by Releasees that any action taken with respect to the Executive was unlawful or wrongful, or violated any federal or state law, order, policy, rule or regulation.
Denial of Wrongdoing or Liability. This Agreement is entered into solely for purpose of effectuating a full compromise, settlement, and release. Accordingly, except as set forth herein, each party acknowledges that the others have admitted no fault, wrongdoing, liability, or obligation, except such obligations as reflected in concurrently executed Agreement, and related documents. In fact, each party expressly denies such fault, wrongdoing, liability, or obligation.
Denial of Wrongdoing or Liability. Chase specifically and generally denies all of the claims asserted in the Litigation, denies any and all liability or wrongdoing of any kind whatsoever associated with any of the facts or claims alleged in the Litigation, and makes no concessions or admissions of wrongdoing or liability of any kind whatsoever. Chase maintains that all of its employees in Covered Positions as defined in section VI.1.11 are and always have been properly compensated, and that, for any purpose other than settlement, the Litigation is not suitable or appropriate for class or collective action treatment pursuant to either Federal Rule of Civil Procedure 23 or 29 U.S.C. §216(b). Nonetheless, Chase has concluded that further conduct of the Litigation would be protracted, distracting and expensive, and that it is desirable that the Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation. Chase has also taken into account the uncertainty and risks inherent in any litigation. Chase has therefore determined that it is desirable and beneficial to it to settle the Litigation in the manner and upon the terms and conditions set forth in this Stipulation.
Denial of Wrongdoing or Liability. 15 4.1. This Agreement constitutes the resolution of disputed claims, is for settlement purposes 16 only, and shall not be used by any party, Class Counsel or Amico/Xxxxxxx Counsel for any other 17 purpose. GM expressly denies that it has violated any law, breached any agreement or obligation to the 18 Representative Plaintiffs or the Class, or engaged in any wrongdoing with respect to the Representative 19 Plaintiffs or the Class. GM denies that it is liable to the Representative Plaintiffs or to the Class for any 20 claims, causes of action, costs, expenses, attorneys’ fees or damages of any kind relating to Repair 21 Expenses. GM denies that any of the claims were appropriate for maintenance as a class action through 22 trial. Neither this Agreement nor any actions undertaken by GM in satisfaction of this Agreement shall 23 constitute, or be construed as, an admission of any liability or wrongdoing, or recognition of the 24 validity of any allegation of fact or law made by the Representative Plaintiffs in the Actions, the 25 Amico/Xxxxxxx Actions, or in any other action or proceeding. Any orders related to class certification 26 entered in this action under this Agreement or otherwise shall not constitute, in the Actions, the 27 Amico/Xxxxxxx Actions, or any other proceeding, an admission by GM that the Representative 28 Plaintiffs’ claims, or those of any alleged Class Member, are appropriate for class treatment or that any 1 requirement for class certification is otherwise satisfied in the Actions or the Amico/Xxxxxxx Actions. 2 By entering into this Agreement, GM in no way waives its right to challenge or contest, on any and all 3 grounds, any allegations that a class may be certified in the Actions or Amico/Xxxxxxx Actions or any 4 order regarding class certification that has been entered in the Actions or the Amico/Xxxxxxx Actions. If 5 this Agreement is terminated and becomes null and void, the class action aspects of the Agreement 6 shall have no further force and effect with respect to any Party and shall not be offered in evidence or 7 used in the Actions, the Amico/Xxxxxxx Actions, or any other proceeding. This Agreement, even when 8 Effective, shall not be offered or be admissible in evidence against GM or cited or referred to in any 9 action or proceeding, except in an action or proceeding brought to enforce its terms or by GM in 10 defense of any claims brought by the Representative Plaintiffs, the Class or by any Class Members.
Denial of Wrongdoing or Liability. (a) Defendants specifically and generally deny all of the claims asserted in the Lawsuit and all other Released Claims; deny all allegations and claims as to liability, damages, penalties, interest, fees and all other forms of relief; deny any and all wrongdoing of any kind whatsoever associated with any of the facts or claims alleged in the Lawsuit; and make no concessions or admissions of wrongdoing or liability of any kind whatsoever. Defendants maintain that CRAs have always been properly classified under all state and federal wage-hour laws, and that, for any purpose other than settlement, the Lawsuit is not suitable or appropriate for class or collective action treatment pursuant to any federal or state law rules.

Related to Denial of Wrongdoing or Liability

  • No Liability for Invalidity The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon).

  • Authority for this Agreement Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Stockholders, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to the Enforceability Limitations.

  • No Third Party Liability This Agreement may only be enforced against the named parties hereto. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto; and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any party hereto (including any Person negotiating or executing this Agreement on behalf of a party hereto), unless party to this Agreement, shall have any liability or obligation with respect to this Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including a representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement).

  • Responsibility for Patent Rights (a) University has primary responsibility at the expense of Company for the preparation, filing, prosecution, and maintenance of all Patent Rights, using patent counsel reasonably acceptable to Company. University shall consult with Company as to the preparation, filing, prosecution, and maintenance of all Patent Rights reasonably prior to any deadline or action with the United States Patent & Trademark Office or any foreign patent office and shall furnish Company with copies of relevant documents reasonably in advance of consultation. University shall consider in good faith any comments of Company on any patent filings for the Patent Rights.

  • Breach Liability 7.1 Subject to provisions under Section 4 of this Agreement, Party B and Party C shall jointly and severally indemnify and hold harmless Party A and any of its shareholders, directors, employees, affiliates, agents, successors and trustees from any claim, harm, expenses, indemnities, liabilities, fines or any other loss or damages arising from:

  • Responsibility Disclaimed The Administrative Agent shall not be under any liability or responsibility whatsoever as Administrative Agent:

  • Liability for Breach of Agreement During the term of this Agreement, any violation of any provisions herein by either party constitutes breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of this breach.

  • Liability for Breach of Contract 1. Any Party who violates the provisions of this Agreement and makes all or part of this Agreement unenforceable, shall be liable for breach of contract and shall compensate the other Party for the losses caused thereby (including the litigation fees and attorney fees caused thereby). If both Parties breach this Agreement, each shall bear the corresponding responsibility according to the actual situations.

  • Responsibility for Filing Tax Returns (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).

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