Court Approval of Settlement Agreement Sample Clauses

Court Approval of Settlement Agreement. Promptly upon execution of this agreement by all parties hereto, the Receiver, AARO and Baker shall undertake xx xxtain the approval of the terms and conditions of this Agreement in accordance with the Order Approving Temporary Receiver dated August 11, 2000, and provisions of Section 3(a)(10) of the 1933 Act, such that the Settlement Stock may be sold by the Receiver to the Subscribers without restriction under the 1933 Act.
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Court Approval of Settlement Agreement. Court approval of the Settlement Agreement, as required by paragraph 7 thereof, shall have been obtained;
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Court Approval of Settlement Agreement. A. Court Approval Upon the Parties’ approval of the Agreement form, Plaintiffs’ Counsel will file a joint letter with the Court, approved by TIAA Bank’s Counsel, requesting the Court consider their joint request for the appointment of Arbitrator Xxxxx as a Special Master to: (a) issue a reasoned opinion as to the fairness and reasonableness of the Agreement as to thTerue Opt-Ins under the law applicable in the United States Court of Appeals for the Second Circuit and the United States District Court for the Southern District of New York, and (b) issue a Report and Recommendation addressing the review and approval of the Agreement as to all Plaintiffs under the law applicable in the United States Court of Appeals for the Second Circuit and the United States District Court for the Southern District of New York. Plaintiffs’ Counsel and TIAA Bank’s Counsel will file with the Court a joint motion or letter requesting the Court’s approval of this Agreement (“Approval Motion”) within 14 (fourteen) days of the full execution of the Agreement by all Plaintiffs and TIAA Bank. The Approval Motion may not be submitted until all Plaintiffs and TIAA Bank have fully executed the Agreement. Plaintiffs’ Counsel will draft the Approval Motion, and TIAA Bank shall have an opportunity to review and comment on the Approval Motion prior to its filing with the Court. If the Court appoints Arbitrator Xxxxx as a Special Master, the Parties will request that Arbitrator Xxxxx issue his Report and Recommendation within fourteen (14) days of his receipt of the Parties’ Approval Motion.
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Court Approval of Settlement Agreement. The parties will use their best efforts to (i) obtain court approval of the Settlement Agreement and (ii) obtain an order approving the Settlement Agreement which will become Final. However, except as set forth in Section 8.5(a), the parties acknowledge that the parties' obligations hereunder are not subject to, or contingent upon, such approval.
Sample 1

Related to Court Approval of Settlement Agreement

  • EXECUTION OF SETTLEMENT AGREEMENT 37. This Settlement Agreement may be signed in one or more counterparts which together shall constitute a binding agreement.

  • PRELIMINARY APPROVAL OF SETTLEMENT 3. Promptly upon execution of this Stipulation, Lead Plaintiffs will move for preliminary approval of the Settlement, certification of the Settlement Class for settlement purposes only, and the scheduling of a hearing for consideration of final approval of the Settlement, which motion shall be unopposed by Defendants. Concurrently with the motion for preliminary approval, Lead Plaintiffs shall apply to the Court for, and Defendants shall agree to, entry of the Preliminary Approval Order, substantially in the form attached hereto as Exhibit A. RELEASE OF CLAIMS

  • Application of Settlement Agreement 10.1 This Settlement Agreement shall apply to, be binding upon, and inure to the benefit of, CAG and the Releasees and Downstream Releasees identified in Section 2 above.

  • Enforcement of Settlement Agreement 11.1 Any party may file suit before the Superior Court of the County of Los Angeles, consistent with the terms and conditions set forth in paragraphs 11.2 and

  • Modification of Settlement Agreement 9.1 Any modification to this Settlement Agreement shall be in writing and signed by the Parties.

  • Court Approval This Agreement is subject to approval of the courts with respect to participating carriers in the hands of receivers or trustees.

  • Bankruptcy Court Approval (a) As soon as practicable, but in any event within four business days following the execution of this Agreement, the Sellers shall file a motion in form and substance reasonably satisfactory to the Purchaser (the "Motion") under Sections 105, 363 and 1146(c) of the Bankruptcy Code seeking entry of an order (the "Bankruptcy Court Approval") approving this Agreement and the transactions contemplated hereby and containing the provisions set forth in (i) through (xi) below. The Bankruptcy Court Approval, substantially in the form of which is attached hereto as Exhibit B, shall, among other things: (i) grant the relief requested in the Motion; (ii) ratify and approve the execution and delivery of this Agreement by the Sellers and the Trustee on behalf of the Sellers and authorize the Sellers' performance hereunder and to authorize them to execute and deliver any additional documents and instruments requested by the Purchaser and to perform thereunder in order to carry out the provisions of and transactions contemplated by this Agreement; (iii) authorize and direct the Sellers to sell the Target Securities held by them, pursuant to the terms and conditions herein, to the Purchaser, free and clear of all and any Liens, liabilities and Claims of every kind or nature; (iv) authorize and direct the Trustee on behalf of the Sellers to vote the Target Securities in accordance with the provisions of Section 5.4; (v) determine that the Purchaser is a good faith purchaser pursuant to Section 363(m) of the Bankruptcy Code; (vi) determine that the Purchaser is not deemed to have, de facto or otherwise, merged with or into the Sellers or to be a mere continuation of the Sellers; (vii) determine that the Purchase Price is a fair and reasonable price for the Target Securities held by the Sellers; (viii) confirm the adequacy of notice to all creditors and parties in interest; (ix) provide for the retention of jurisdiction in the Bankruptcy Court over matters relating to the transactions contemplated in this Agreement as they relate to the Sellers; (x) exempt the transactions contemplated hereby from transfer taxes pursuant to Section 1146(c) of the Bankruptcy Code; and (xi) declare that neither the Company nor any Subsidiary of the Company nor any of their respective assets or properties is directly or indirectly liable for or subject to any Claim that has been or may be asserted against the Sellers or any of them, the Consolidated Estate, or any affiliate (other than the Company or its Subsidiaries) of the Sellers or of the Company or its Subsidiaries to the extent that such Claim is based in whole or in part upon (i) actions (or inactions) of or by the Sellers, the Consolidated Estate, any of their affiliates or any Person acting in concert with them (other than the Company or its Subsidiaries) or (ii) the fact that the Company or any of its Subsidiaries were at any time affiliates of the Sellers or any of them, including, without limitation, (A) claims that have been scheduled in the Bankruptcy Case, (B) claims evidenced by proofs of claim filed in the Bankruptcy Case, (C) claims relating to Taxes, (D) claims under ERISA, and (E) Environmental Claims, and enjoin any and all holders of any such claim from asserting, prosecuting or otherwise pursuing any such claim against the Company or any of its Subsidiaries or any of their respective assets or properties; provided, that if the Bankruptcy Court will not grant such declaration and injunction for all or any of the matters enumerated in subparagraphs (A) through (E) above, the Sellers and the Consolidated Estate shall and hereby do (in the event that such injunction and declaration is not granted and subject to the approval of the Bankruptcy Court without any stay thereof being in force), jointly and severally, indemnify Parent, the Purchaser and their successors, permitted assigns and affiliates, and their respective officers, directors, employees, agents, representatives and affiliates (collectively, the "Purchaser Indemnified Parties") from and against and shall reimburse the same for and in respect of any and all losses, costs, fines, liabilities, claims, penalties, damages (other than consequential damages) and expenses (including all legal fees and expenses) of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated (collectively "Losses") which may be suffered, sustained or incurred by, or claimed or assessed against, any of them or to which any of them may be subject, in connection with any and all Claims, suits or Losses which arise from or are related to the matters set forth above but not so covered by such declaration and injunction; provided, however, that any claims for indemnification under this Section 5.5(a) that are not asserted against the Sellers and the Consolidated Estate by the Purchaser Indemnified Parties on or before substantial consummation of any Chapter 11 plan for the Sellers shall be forever barred and discharged. The Sellers shall promptly notify the Purchaser of any action taken by the Bankruptcy Court with respect to the approval required hereunder.

  • PROCEDURE FOR APPROVAL OF SETTLEMENT 28. Acceptance of this Settlement Agreement shall be sought at a hearing of the Central Regional Council of the MFDA on a date agreed to by counsel for Staff and the Respondent.

  • Approval of Agreement The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

  • Settlement Agreement Respondent understands that Respondent has the right to a formal adjudicatory hearing concerning this matter and that at said hearing Respondent would possess the right to confront and cross-examine witnesses, to call witnesses, to present evidence, to testify on Respondent’s own behalf, to contest the allegations, to present oral argument, and to appeal to the courts. Further, Respondent fully understands the nature, quality, and dimensions of these rights. Respondent understands that by signing this Settlement Agreement,

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