The Actions Sample Clauses

The Actions. In 2012, class proceedings were commenced in the Ontario Superior Court of Justice (the “Ontario Action”) and the Québec Superior Court (the “Québec Action”, together with the Ontario Action, the “Actions”) against the Defendants. The Actions alleged that SNC misrepresented or failed to disclose certain material information relating to the making of improper payments in respect of contracts SNC pursued for projects in Montreal, Québec, Alberta and elsewhere in its securities filings during the Class Period. The Actions alleged that those payments were not properly accounted for, and SNC’s financial statements and management’s discussion and analysis released during the Class Period contained statements that were false or materially misleading. It was alleged that SNC’s securities therefore traded at artificially inflated prices during the Class Period, resulting in damage to Class Members when information relating to those alleged misrepresentations was publicly disclosed. On September 19, 2012, the Ontario Superior Court of Justice (“Ontario Court”) certified the Ontario Action as a class action on behalf of the Ontario Class Members. On January 24, 2013, the Superior Court of Québec (“Québec Court”) authorized the bringing of a class action on behalf of the Québec Class Members. Pursuant to those orders, Class Members were afforded the right to exclude themselves or “opt out” of the Classes no later than May 8, 2013. Persons who validly exercised the right to opt out are not Class Members, are not affected by this notice and may not participate in the Settlement. Since then, the Ontario Action has been vigorously litigated, and the Québec Action has been held in abeyance. On •, the Plaintiffs and SNC executed a Settlement Agreement providing for the settlement of both Actions (the “Settlement”), which is subject to approval by the Courts. The Settlement Agreement provides for the payment of CAD$110,000,000.00 (the “Settlement Amount”) in consideration of the full and final settlement of the claims of Class Members. The Settlement Amount includes all legal fees, disbursements, taxes and administration expenses. The Settlement provides that if it is approved by the Courts, the claims of all Class Members asserted or which could have been asserted in the Actions will be fully and finally released and the Actions will be dismissed. The Settlement is not an admission of liability, wrongdoing or fault on the part of the Defendants, all of whom have denied, and...
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The Actions. What are the cases about? Plaintiffs Xxxxx Xxxxxx, Xxxxxxx Xxxxx, and Xxxxx Xxxxxxx filed Xxxxxx x. The Scotts Company, LLC, Case No. BC570350, on January 26, 2015 in the Superior Court of Los Angeles County. Xxxxxxxxx Xxxxxxxx filed Xxxxxxxx v. The Scotts Company, LLC, Case No. BC577875, on April 7, 2015 in the Superior Court of Los Angeles County. Plaintiffs in each of these actions alleged that, in the course of their employment for Defendant and during the Class Period, Defendant violated Cal. Labor Code § 2802 and California’s Unfair Competition Law, Bus. & Prof. Code § 17200 et seq by failing to reimburse Class Members for all of their necessarily incurred business expenses. In the Xxxxxxxx case, Xxxxxxxxx Xxxxxxxx further alleged that Defendant: (a) violated Cal. Labor Code §§ 1194 by failing to pay minimum wage to M&Cs for all hours worked; (c) failed to pay overtime wages in violation of Labor Code §§ 510 and 558 ;
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The Actions. Seller is currently engaged in litigation that includes:
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The Actions. What are the cases about? Plaintiffs Xxxxx Xxxxxx, Xxxxxxx Xxxxx, and Xxxxx Xxxxxxx filed Xxxxxx, et al.,v. The Scotts Company, LLC, Case No. BC570350, on January 26, 2015 in the Superior Court of Los Angeles County. Xxxxxxxxx Xxxxxxxx filed Xxxxxxxx v. The Scotts Company, LLC, Case No. BC577875, on April 7, 2015 in the Superior Court of Los Angeles County. Plaintiffs allege several violations of California’s wage and hour laws on behalf of Merchandisers and Counselors worked for Xxxxxx in California from January 26, 2011 through December 1, 2015 (”Class Members”). Plaintiffs also allege that Xxxxxx failed to issue accurate wage statements to Wage Statement Class Members in violation of Labor Code § 226 by misstating the correct double overtime pay rate and as a result violated the Private Attorneys General Act (“PAGA”), Labor Code §§ 2698-2699.5. Xxxxxx vigorously denies all the claims and contentions made in the lawsuit and maintains it has fully complied with the law. Xxxxxx has decided to settle this case to avoid the expense and distraction of litigation. The Court has not found Xxxxxx in violation of any of the laws alleged. If the case were to proceed Xxxxxx might win the case and then Plaintiffs would recover nothing. To avoid the cost and uncertainty of litigation, Plaintiffs and Xxxxxx have agreed on the settlement terms described below.
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Related to The Actions

  • Other Actions In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

  • Court Actions Nothing contained in this Agreement shall deny either Party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing discussions between the Parties or any ongoing arbitration proceeding. In addition, either Party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of Patents or other intellectual property rights, and no such claim shall be subject to arbitration pursuant to Section 12.2.

  • Adverse Actions Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.

  • Pending Actions There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.

  • Regulatory Actions The following provisions shall be applicable to the parties to the extent that they are required to be included in employment agreements between a savings bank and its employees pursuant to Section 563.39(b) of the Office of Thrift Supervision (“OTS”) Rules and Regulations, 12 C.F.R. §563.39(b), or any successor thereto, and shall be controlling in the event of a conflict with any other provision of this Agreement, including without limitation Section 5 hereof.

  • Actions Each Lender hereby appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

  • Third Party Proceedings The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Enforcement Actions Either the Company or Executive may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Except as otherwise provided in this Agreement, neither party shall initiate or prosecute any lawsuit in any way related to any arbitrable claim, including without limitation any claim as to the making, existence, validity, or enforceability of the agreement to arbitrate. All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada.