Settlement Matters Clause Samples
Settlement Matters. (a) Without in any way limiting the generality of the foregoing provisions of this Agreement and assuming the complete performance by each Party of its obligations set forth herein, this Agreement is in full and final settlement, accord and satisfaction of each of the GIGS Lawsuits. This Agreement reflects the compromise of doubtful and/or disputed claims between the Parties, and it is not an admission of liability by any Party or any of its respective affiliates or its or their respective shareholders, directors, officers, agents, attorneys, representatives or employees. Each of the Parties warrants and represents that they have relied upon the advice of their own counsel, and that the terms of this Agreement, have been read completely and explained to them by their counsel, and that those terms are understood fully and accepted voluntarily by them. Each of the Parties further warrants and represents that they will not contest, challenge or object to the validity of this Agreement, that they execute this Agreement freely and voluntarily, without threat, duress or coercion, and without promise of consideration other than as specifically set forth herein and in the GIGS Transaction Documents, and that they are competent to execute this Agreement.
(b) Each Party will, upon the request of another Party, take such further action (including the execution and delivery of any additional documents) reasonably deemed by such requesting Party to be necessary to effect, complete or evidence the transactions contemplated by this Agreement.
(c) Each Party acknowledges, understands and agrees that the fact of this Agreement, the terms of this Agreement and all discussions relating to this Agreement or its terms are covered by Rule 408 of the Federal Rules of Evidence and any state law equivalents, as a settlement or offer of compromise.
(d) Each Party warrants and represents that the person or persons signing this Agreement on such Party’s behalf has full power and/or authority to bind such Party to all terms of this Agreement applicable to such Party. Each Party further warrants and represents that they have not transferred, assigned, sold, conveyed, or pledged, nor entered into any agreement to transfer, assign, sell, convey or pledge, to any other person any actual or purported right, title or interest in or to any of the matters released by such Party in accordance with Section 3 of this Agreement, and that such Party is the sole owner of such released matters.
Settlement Matters. Settlement of any sales of our Class A common stock will occur on the first business day following the date on which such sales were made (or such earlier day as is industry practice for regular-way trading). There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of our Class A common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as may be designated by the Sales Agent or the Forward Seller (as applicable) at the time of sale.
Settlement Matters. Each Assignor hereby acknowledges, consents and agrees that, pursuant to a certain Agreement Regarding Agency Resignation, Appointment and Acceptance of even date herewith (as amended or otherwise modified from time to time the “Agent Resignation Agreement”) among Bank of America, N.A., Borrower and the Assignees, each as a co-Agent and collectively as Administrative Agent (herein, the “New Agent”), immediately following the consummation of the Assignment Transactions, Bank of America shall resign as Administrative Agent, and the Assignees shall be appointed as the New Agent. Each Assignor hereby instructs the New Agent to make all payments from and after the Effective Date in respect of the interest assigned hereby directly to the Assignees; provided, that the Assignors and the Assignees agree that all interest and fees accrued up to, but not including, the Effective Date are the property of the Assignors, and not the Assignees.
Settlement Matters. Any Obligation of AGS (i) under those certain promissory notes issued by AGS in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Avalon Technology, Inc. (“ATI”), respectively, each dated as of October 5, 2011 (each, a “Settlement Note,” and collectively, the “Settlement Notes”), (ii) under that certain Settlement Agreement and Mutual General Release, dated as of October 5, 2011, by and among ATI, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and AGS, and (iii) to SAIC as set forth in that certain letter dated April 20, 2011 (“SAIC Settlement”).
Settlement Matters. In consideration of any and all issues remaining as stated herein between Seller and Buyer as of the date hereof, Seller and Buyer hereby agree as follows:
(a) Subject to the Seller's and Buyer's agreement in Paragraph 1(m) hereof, the Purchase Price shall be reduced by $800,000 for the resolution of all issues.
(b) Buyer shall at no time assert any claim or cause of action of any kind, or seek any reduction in the Purchase Price, as a result of the past, present or future condition of the particular bulkhead located at Seller's shipyard in the southeastern area of the Pascagoula, Mississippi property near the 300-ton stiff-leg crane.
(c) Buyer shall at no time assert any claim or cause of action of any kind, or seek any additional reduction in the Purchase Price, with respect to the Intangible Property as stated herein in Appendix A, and such Intangible Property shall be transferred from Seller to the Buyer at the Closing "as is" and "with all faults".
(d) At no additional cost and at a time or times mutually convenient for Buyer and Seller, Buyer shall have the right to enter in, cross over, and freely move about the Three Rivers Facility, including, without limitation, the pier and the adjoining waterway on or near the Three Rivers Facility, as may be necessary or convenient solely in order for the Buyer and its representatives for a period of ninety (90) days after the Closing Date to take delivery (during such ninety-day period) of any or all items of Personal Property (together with the cranes, whether or not such cranes constitute personal property) at the Three Rivers Facility; provided, however, that Buyer shall incur all cost for removal of such Personal Property and such removal shall be accomplished without any damage or destruction to Seller's building or other property located on the Three Rivers Facility.
(e) Buyer and Seller shall enter into the First Amended and Restated Agreement (Pasha Project) attached hereto as Appendix B (the "Pasha Agreement").
(f) Seller shall prepare and deliver to Buyer prior to the Closing Date, and on or before three (3) business days after the Closing Date Seller shall file, a motion to assign, and alternatively to assume and assign, to Buyer that certain Agreement dated as of February 17, 2000, by and between ULJANIK Brodogradiliste d.d. and Halter Marine, Inc., (the "Uljanik Agreement"), with notice provided as required by Bankruptcy Court order and/or the Bankruptcy Code and Bankruptcy Rules, and shall there...