Settlement of Certain Claims. (a) AUTHORIZATION FOR PAYMENT.—Subject to subsection (b), the Secretary of the Treas- ury shall pay to the Pottawatomi Nation in Canada, notwithstanding any other provision of law, $1,830,000 from amounts appropriated under section 1304 of title 31, United States Code.
Settlement of Certain Claims. Without limiting anything contained in this Article 12 or in Section 9.10 hereof, with respect to any claims asserted by any End User which, in accordance with the terms of this Agreement, are the responsibility of the Seller (whether such claim constitutes or may constitute a breach by the Seller of the representation and warranty contained in Section 5.17(b) hereof (each an "Asserted End-User Claim"), a Retained Liability of the type referred to in 3.2(a) hereto (each a "Retained Claim") or otherwise (together with the Retained Claim and the Asserted End-User Claims, the "End User Claims")), the Purchaser shall, at the request and on behalf of the Seller, provide such services (including providing additional or alternate hardware or software) to the End-User asserting End User Claim reasonably requested by PCN (in each case consistent with the Purchaser's customary business practices with respect to End Users and subject to the Purchaser's available resources) in order to remedy and settle such End User Claim ("Remedial Services"). With respect to any Remedial Services performed by the Purchaser in satisfaction of the End User Claim, the Seller shall pay to the Purchaser an amount equal to: (i) all actual direct costs incurred by the Purchaser in providing such services (including, without limitation, (A) the cost to the Purchaser of any equipment, supplies or other items (including the costs of the shipping and handling thereof) provided by the Purchaser to the End-User in connection therewith, (B) travel costs incurred by the Purchaser in connection therewith, and (C) to the extent the Purchaser is required to utilize third party contractors to perform any of the services, the amounts payable by the Purchaser to third party contractors for providing such services); and (ii) the amount reasonably necessary to reimburse the Purchaser for the amount of time devoted by the Purchaser's employees to perform such services, which amount referred to in this clause (ii) shall be calculated at a rate equal to 80% of the Purchaser's then published hourly rates for software support services, hardware support and services, training, programming and the like (the amounts referred to in clauses (i) and (ii) above are referred to collectively hereinafter as the "Remedial Costs").
Settlement of Certain Claims. Without the prior written agreement of Shell, prior to the Effective Time, the Company shall not settle or compromise any claim brought by any present, former or purported holder or owner of Company Common Shares or other securities of the Company, or by any other Person, which relates to or seeks to challenge or enjoin the transactions contemplated by this Agreement, if in any such case such settlement or compromise involves the payment of cash or securities to such Person, or an order restraining or enjoining the transactions contemplated by this Agreement or limiting the ability of any member of the Shell Group to consummate the transactions contemplated hereby or to exercise control of the business and operations of the Company and its Subsidiaries after the Effective Time. SECTION 5.05.
Settlement of Certain Claims. 38 13. GENERAL....................................................................................................39 13.1. Expenses, Etc..................................................................................39 13.2. Survival of Representations and Warranties.....................................................39 13.3. Waivers........................................................................................39 13.4. Definition of Knowledge........................................................................40 13.5. Binding Effect; Benefits.......................................................................40 13.6. Notices........................................................................................40 13.7. Records; Assistance............................................................................41 13.8. Entire Agreement...............................................................................41 13.9. Headings.......................................................................................42 13.10. Counterparts...................................................................................42 13.11. Governing Law; Submission to Jurisdiction......................................................42 13.12. Third Party Beneficiaries......................................................................42 13.13. Severability...................................................................................42 13.14. Publicity......................................................................................42 13.15. Amendments.....................................................................................42 13.16. Drafting Conventions...........................................................................42 14. GLOSSARY...................................................................................................43 ASSET PURCHASE AGREEMENT AGREEMENT, dated as of April 26, 1999, by and among VERSYSS Incorporated, a Delaware corporation ("Versyss"), and Physician Computer Network, Inc., a New Jersey corporation ("PCN"), jointly and severally (the "Seller"), and Xxxxxxxx Systems, Inc., a Delaware corporation (the "Purchaser").
Settlement of Certain Claims. Without the prior written agreement of Gaiam, prior to the Effective Time, Real Goods shall not settle or compromise any claim brought by any present, former or purported holder or owner of Real Goods Common Shares or other securities of Real Goods, or by any other Person, which relates to or seeks to challenge or enjoin the transactions contemplated by this Agreement.
Settlement of Certain Claims. 11 ARTICLE VI NATURE AND SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION Section 6.01. Survival of Representations.............................................11
Settlement of Certain Claims. It is understood and agreed that USG shall set aside at Closing a special reserve equal to the lesser of (A) $421,000 or (B) the actual amount of payment then owed to Drewx Xxxtributing Co., Inc. ("Drewx") xn connection with the settlement of the litigation described in item 2 on Schedule 3.06 of the Disclosure Schedule (the "Drewx Xxxerve"); provided, that no amount payable to Drewx xxxh respect to sales of any gaming devices after the Effective Time shall be taken into account in determining (B) above. The proceeds of the Drewx Xxxerve shall not be considered "Available Cash" for purposes of Section 8.08 hereof. Furthermore, (i) no Drewx Xxxerve shall be required if the matter is settled prior to the Effective Time as provided in Section 5.01 above and (ii) USG may reduce the Drewx Xxxerve by the amount by which the cash portion of the Merger Consideration paid by or on behalf of Leisure is less than $1,900,000. Leisure shall be obligated in any event to pay or cause to be paid at least $1,600,000 of the Merger Consideration in immediately available funds at the Closing.
Settlement of Certain Claims. In connection with the merger undertaken pursuant to the Merger Agreement and the representation, warranties, covenants and agreements contained in the Merger Agreement, MAII has made certain claims against GENI for breaches of certain representations, warranties, covenants and agreements and claims under certain indemnification side letters, which claims are described in Exhibit B attached hereto (the "Claims"). The Parties hereto agree to settle the Claims by a payment by GENI to MAII of $1,000,000 (the "Claims Settlement Amount"). The Claims Settlement Amount shall be paid by the issuance and delivery to MAII by GENI of a promissory note, substantially in the form of Exhibit C attached hereto. In addition, GENI and MAII hereby agree that the provisions of Section 4.9 of the Merger Agreement are hereby terminated in their entirety.
