Rxxxxxxx Xxxxxxx v. TLSS and Dxxxxxx Xxxxx Sample Clauses

Rxxxxxxx Xxxxxxx v. TLSS and Dxxxxxx Xxxxx. On September 19, 2020, attorneys for Fxxxx Xxxxxxx’x mother, Rxxxxxxx Xxxxxxx, filed an action in the U.S. District Court for the Southern District of New York against the Company and Dxxxxxx Xxxxx. The case was assigned docket number 1:20-cv-7582 and assigned to USDJ Gxxxxxx X. Xxxxx. In this action, Mx. Xxxxxxx claims that the Company entered into and breached an unspecified contract by failing to pay her $94,000. In addition, the complaint claims that, although he was not a party to the unspecified contract, Mx. Xxxxx falsely represented that the Company intended to “repay” Mx. Xxxxxxx $94,000 plus interest. The complaint seeks $94,000 from each defendant, plus late fees, costs, prejudgment interest and attorneys’ fees and, from Mx. Xxxxx, punitive damages in an unspecified amount. The complaint also alleges claims for account stated and breach of implied warranty of good faith and fair dealing, allegedly premised on the same indebtedness. On October 26, 2020, in lieu of filing an answer, all defendants, by counsel, submitted timely a letter motion (the “Oct. 26 Letter Motion”) for leave to file a motion to dismiss the complaint, which filing pointed out numerous alleged deficiencies with the complaint. Among other things, in the Oct. 26 Letter Motion, defendants pointed out (a) that Mx. Xxxxx is not a proper defendant and that, in any event, the Court lacks personal jurisdiction over him; (b) that the only conceivable contract on which the complaint could be based is the Amended and Restated Stock Purchase Agreement, dated September 30, 2018, pursuant to which Mxx. Xxxxxxx and others sold their membership interests in Prime EFS to the Company; (c) that pursuant to that contract, “[i]n lieu of the receipt of cash by Rxxxxxxx Xxxxxxx at Closing, Rxxxxxxx Xxxxxxx has agreed to loan such cash amount [$489,174] to the Company” — defined to be Prime EFS, not the Company; and (d) therefore, that the only entity with an obligation to pay any amounts allegedly due to Mxx. Xxxxxxx under the 2018 agreement is Prime EFS, not the Company. In addition, in the Oct. 26 Letter Motion, defendants assert that, at least at this juncture, a claim against Prime EFS under the 2018 agreement would be improper. As noted above, in the 2018 agreement, it is merely agreed that, “[i]n lieu of the receipt of cash by Rxxxxxxx Xxxxxxx at Closing, Rxxxxxxx Xxxxxxx has agreed to loan such cash amount to the Company [Prime EFS] to be used for working capital.” No terms and conditions of...
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Related to Rxxxxxxx Xxxxxxx v. TLSS and Dxxxxxx Xxxxx

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • Xxxxxx Xxxxxxx Copies of any notice given to the Company or the Selling Stockholder shall be given to Xxxxxx & Xxxxxxx LLP at 000 Xxxxxxxx Xxxxxx, XX, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx of Columbia, (fax: (000) 000-0000); Attention: Xxxxxxx X. Xxxxxxx.

  • Xxxxxxxx-Xxxxx The Company is in compliance, in all material respects, with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder.

  • Xxxxx Xxxxxxxx The principal office may hereafter from time to time be moved to such other place in the United States of America as may be designated by the Sole Member and Managing Member, as hereinafter defined, with written notice to all Members. The books and records of the Company shall be maintained at the Company's principal place of business, or such other location in the United States of America as determined by the Sole Member and Managing Member with written notice to all Members.

  • Xxxxxxx Xxxxxx LIMITED (a company registered in England and Wales with registered number 2104188), whose registered office is at 00 Xxx Xxxxxx, London EC4M 7EN (“Xxxxxxx Xxxxxx”);

  • XX XXXXXXX XXXXXXX xxx undersigned, being the sole trustee of the Trust, has executed this Certificate of Trust as of the date first above written. Wilmington Trust Company, not in its individual capacity but solely as owner trustee under a Trust Agreement dated as of February 13, 2002 By:_____________________________________ Name: Title: EXHIBIT C [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").

  • Xxxxxx Xxxxxx The term "

  • Xxxxxxx Xxxxx Xxxxxxx hereby grants to XOMA a fully-paid, exclusive (except as to Alexion and any Third Party manufacturer designated in accordance with Section 5.1) license to utilize the Alexion Background Technology and the Alexion Collaboration Technology (i) to Develop, Manufacture and Co-Promote Products in the Field in the Territory under the terms and subject to the conditions set forth in this Agreement and pursuant to the Development Plan and (ii) to discover, use, develop, make, have made, sell, offer for sale, import or export a Product in a Future Indication as to which Alexion has Opted Out and not Opted Back In. Except as expressly provided herein, such licenses to Alexion Background Technology shall terminate upon expiration or termination of this Agreement and to Alexion Collaboration Technology shall survive expiration or termination of this Agreement forever without regard to the restriction as to Field or the requirement of a Development Plan.

  • Xxxxx Xxxxxxx If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form satisfactory to the Representative. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Representative, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the issuance and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

  • Xxxxxxxxx Xxxx Xxxx Certificate of Trust shall be effective upon filing.

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