Recitalswhereas. Core Lab Canada, Core Lab LP and Core Lab Mexico, as Sellers, Core Laboratories N.V., a Netherlands public limited liability company ("Seller Parent") and Assignees are parties to that Asset Purchase Agreement, dated as of April 22, 2004, (the "Purchase Agreement"), which provides for the sale by the Assignors and the purchase by the Assignees of the Purchased Assets (as defined in the Purchase Agreement), and the assumption by the Assignees of the Assumed Liabilities (as defined in the Purchase Agreement); and WHEREAS, pursuant to the Purchase Agreement, the Seller Parent has agreed to cause the Assignors to assign all of the Purchased Assets to the Assignees; andWHEREAS, the Assignors are wholly-owned subsidiaries of the Seller Parent and the Assignor and the Seller Parent will realize benefits from the transaction provided for in the Purchase Agreement and the assignments herein provided for; andWHEREAS, the Assignees desire to assume the Assumed Liabilities;NOW THEREFORE, for and in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignors and Assignee hereby agree as follows:
Recitalswhereas. Executive and the Company have entered into an Employment Agreement dated July [●], 2016 (the “Employment Agreement”), pursuant to which Executive may be entitled to receive severance and certain benefits pursuant to Section 6(a) of the Employment Agreement, as applicable (the “Severance Benefits”) in the event of certain specified terminations of employment, subject to and conditioned upon his execution of a general release.WHEREAS, Executive and the Company desire to enter into this Release, in satisfaction of such condition under the Employment Agreement.
Recitalswhereas. Campbell-Sevey and PEI entered into a certain Joinder Agreement on or about July 28, 2008, in which PEI is guarantor of its subsidiary Pacific Ethanol Imperial, LLC’s obligations under a Payment Agreement Pacific Ethanol Imperial, LLC entered into with Campbell-Sevey.Whereas, a dispute arose between Campbell-Sevey and PEI as to PEI’s obligations as guarantor.Whereas, Campbell-Sevey filed a lawsuit against PEI and Pacific Ethanol Imperial, LLC styled Campbell-Sevey, Inc. v. Pacific Ethanol, Inc. and Pacific Ethanol Imperial, LLC, Case No. 09-cv-00408-RPM in the United States District Court for the District of Colorado (the “Lawsuit”).Whereas, the Parties desire to fully and finally settle, resolve and release each other from all claims and disputes they may have against each other on the terms set forth below.
Recitalswhereas. Consultant will remain employed by the Company up through and including July 1, 2016, at which time he will retire and voluntarily resign his employment with the Company. Thereafter, the Company agrees to retain Consultant as a consultant. NOW THEREFORE, in consideration of the covenants and promises contained in this Agreement and for other good and valuable consideration, it is hereby agreed among the parties as follows:
Recitalswhereas. Fujisawa, as successor to Fujisawa USA, Inc., a Delaware corporation, and Gilead, as assignee of Vestar, Inc., a Delaware corporation, are parties to the Agreement dated August 9, 1991 (the “Termination Agreement”), as amended as of May 17, 1994, April 3, 1995 and March 4, 1996 (collectively, the “Amendments”); and WHEREAS, Fujisawa and Gilead desire to restate one integrated document the terms and provisions of the Termination Agreement as amended by the Amendments in order to dispense with the need to review the several documents constituting the Termination Agreement and the Amendments. NOW THEREFORE, in consideration of recitals and the mutual covenants set forth the Termination Agreement and Amendments, the sufficiency of which is hereby acknowledged, the Parties agree that the terms of the Termination Agreement as so amended by the Amendments through March 4, 1996, the date of the last Amendment (and with no other or further amendments except for the specific dates inserted in Sections 4.3(c) and 14.4 in lieu of the references in such sections to “the date hereof’ in order that such references not be misunderstood to refer to the date of this Agreement) are as follows:
Recitalswhereas. HLFT was counsel to Anderson in Davis v. Anderson, et al., Case No. 16- 2-29351-4 (King County Sup. Ct.) (“Davis Litigation”), and is counsel to Anderson in Anderson v. Diego Pellicer Worldwide, Inc., AAA Case Number O1-17-0001-5429 (“Anderson Arb it ration” ) (collectively, the “Anderson Actions”);WHEREAS, Anderson and HLFT have demanded and asserted a right to have Anderson’s legal fees paid by DPWW as a result of services rendered by HLFT in the Anderson Actions;WHEREAS, DPWW acknowledges its obligation to pay Anderson’s legal fees incurred by HLFT in connection with the Davis Litigation but bas denied that it is obligated to pay Anderson’ s legal fees incurred by HLFT in connection with the Anderson Arbitration;WHEREAS, HLFT has agreed to accept a discounted fee for services rendered to Anderson in connection with the Anderson Actions in an effort to resolve the matter;NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Recitalswhereas. MOMT is the majority shareholder of an Indian company named Digital Payments Processing Limited (“DPPL”);WHEREAS, there exists an Indian company named My Mobile Payments Limited (“MMPL”);WHEREAS, MOMT directly owns 587,163 nos. of common stocks reprinting eight point one seven percent (8.17%) ofMMPL, and DPPL owns 302,800 nos of common stocks representing four point two one percent (4.21%) of MMPL;WHEREAS, , LI Ventures is the majority owner of an Indian company named LI Digital Payments Pvt. Ltd. (“LI Digitial);WHEREAS, LI Digital purchased fifty point four percent (50.4%) of MMPL from a variety of shareholders of MMPL;WHEREAS, the transactions culminating in LI Digital’s purchase of a majority of the shares of MMPL led to multiple disputes between the various entities and shareholders, including, but not limited to: International Arbitration started by MOMT in London International Court of Arbitration (“LICA”) ; Arbitration Petition No. 799 of 2018 before the Bombay High Court (ARBP/799/2018); IBC Petitions filed by MMPL against DPPL before the National Company Law Tribunal, Mumbai (Nos. 4690, 4691 and 4693 of2018); Section 11 Application filed by Jolly Mathur & Ors. before the Supreme Court oflndia (8093/2019); Section 138 Criminal Proceeding before the Metropolitan Magistrate, Andheri (Summons Private cases SS/829/2018); Contempt Petition No. 60 filed in Arbitration Petition No. 723 of 2018 before the Bombay High Court (ARBP/723/2018); and a Trademark Suit filed by MMPL against DPPL before the City Civil Court, Dindoshi (Civil Suit/201908/2018): (collectively the “Actions”);CONFIDENTIALWHEREAS, the Parties now desire for the consideration described herein to enter into a mutual release to resolve any and all current and/or potential claims, including, but not limited to the Actions, between the Parties and/or the Parties’ majority owned subsidiaries (excluding only future claims for breach of this Agreement), pursuant to the representations, warranties, terms, and conditions set forth herein;WHEREAS, the Parties have utilized the serv1es of Nachiketa Das to act as an intermediary between the Parties in their settlement discussions; andWHEREAS, the Parties deem such releases to be in their respective best interests in light of the expenses required to continue to litigate the Actions and/or engage in further disputes. As a result, for and in consideration of the agreements and covenants described below, the Parties hereby agree as follows:
Recitalswhereas. Mr. Boedecker owns 20,000 units of Class A ownership interest in Western (the "Shares"); and WHEREAS, Mr. Boedecker is a board member of Western; and WHEREAS, effective as of January 1, 2005, Mr. Boedecker tendered his resignation as Chief Executive Officer, Manager and any and all other positions he may have held with Western; and WHEREAS, Mr. Boedecker tendered his resignation voluntarily, at his election and in his discretion; and WHEREAS, Western has accepted the resignation tendered by Mr. Boedecker; and WHEREAS, the parties wish to make the separation amicable but conclusive on the terms and conditions set forth herein; and WHEREAS, Mr. Boedecker accepts the benefits of this Separation and Release Agreement with the acknowledgment that by its terms he has been fully and satisfactorily compensated.
Recitalswhereas. NetApp manufactures and sells network attached storage file server and caching appliances and related hardware, software and support products;WHEREAS, Dot Hill manufactures and sells storage systems enclosures, and licenses storage management software;WHEREAS, Dot Hill will design and develop for NetApp products to agreed specifications, and will manufacture prototypes and products for sale to NetApp;WHEREAS, both parties are entering into this Agreement in which NetApp, or NetApp designated contract manufacturers, will buy products from Dot Hill and resell those products as part of NetApp’s file server appliance solutions; andNOW, THEREFORE, in consideration of the terms and conditions herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Dot Hill and NetApp hereby agree to the following;
Recitalswhereas. OMP was advised of certain Obagi Claims in or about December 2009; the ZO Skin Health Lawsuit was filed on or about January 7, 2010, which lawsuit named OMP, Inc. and Obagi Medical Products, Inc. as defendants; and the Obagi Arbitration was served on OMP on or about January 7, 2010; andWHEREAS, OMP first provided notice to The Insurers of The Obagi Claims in or about December 2009; andWHEREAS, OMP first tendered The Obagi Actions to National Fire and American Casualty for defense and indemnity on or about January 8, 2010; andWHEREAS, certain disputes have arisen between National Fire and American Casualty, on the one hand, and OMP on the other, regarding any duty on the part of National Fire and American Casualty to defend and/or indemnify OMP under the Policies for The Obagi Actions; andWHEREAS, on or about May 17, 2011, National Fire and American Casualty filed their Complaint in the Coverage Action and, on or about July 7, 2011, OMP filed the Counterclaim for Breach of Contract, Breach of the Covenant of Good Faith and Fair Dealing, and Declaratory Relief in the Coverage Action; andWHEREAS, The Insurers and OMP, in order to avoid the expense of litigation and without any admission or concession of any liability or fault, desire to settle the claims and disputes that were or could have been the subject of the Coverage Action;