Settlement Agreement Sample Contracts

Settlement Agreement (May 21st, 2018)

This Settlement Agreement and Release (the "Agreement") is by and between xxxxxxxxx ("xxxxxxxxxa"), on the one hand, and AdCare Health Systems, Inc.; Regional Health Properties, Inc.; AdCare Administrative Services, LLC; Woodland Hills HC Nursing, LLC; Woodland Hills HC Property Holdings, LLC; AdCare Operations, LLC; APH&R Nursing LLC d/b/a Cumberland Health and Rehabilitation Center; APH&R Property Holdings, LLC; Little Rock HC&R Nursing LLC d/b/a West Markham Sub Acute and Rehabilitation Center; Little Rock HC&R Property Holdings, LLC; Northridge HC&R Nursing, LLC d/b/a Northridge Healthcare and Rehabilitation; Northridge HC&R Property Holdings, LLC; Coosa Nursing ADK, LLC; xxxxxxxxxxx and AdCare are collectively referred to herein as the "Parties" and each individually as a "Party."

Umed Holdings, Inc. – Settlement Agreement, Waiver and Release Of (May 21st, 2018)

This Settlement Agreement, Waiver and Release of Claims (this "Agreement"), dated April 9, 2018 (the "Effective Date"), is entered into by and between Tonaquint, Inc., a Utah corporation ("Investor"), and Greenway Technologies, Inc., a Texas corporation (formerly known as UMED Holdings, Inc., a Texas corporation) ("Company"). Each of Investor and Company is sometimes individually referred to hereinafter as a "Party" and collectively as the "Parties". Capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Warrant (as defined below).

Resolute Energy Corp. – Settlement AGREEMENT (May 16th, 2018)

This Settlement Agreement (this "Agreement") is made and entered into as of May 15, 2018, by and between Resolute Energy Corporation (the "Company") and Monarch Energy Holdings LLC and Monarch Alternative Capital LP (collectively, "Investor") (the Company and Investor each a "Party" to this Agreement, and collectively, the "Parties").

Director Appointment, Nomination and Settlement Agreement (May 15th, 2018)

This Director Appointment, Nomination and Settlement Agreement (this Agreement), dated May 13, 2018, is entered into by and among, Darwin Deason (Deason), the persons and entities listed on Schedule A (collectively, the Icahn Group, and together with Deason, the Shareholder Group, and each of Deason and such persons and entities listed on Schedule A, individually a member of the Shareholder Group), Xerox Corporation (the Company), William Curt Hunter, Jeff Jacobson, Robert J. Keegan, Charles Prince, Ann N. Reese and Stephen H. Rusckowski (collectively, the Resigning Directors) and Sara Martinez Tucker, Gregory Q. Brown, Joseph J. Echevarria and Cheryl Gordon Krongard (collectively, the Continuing Directors and collectively with the Resigning Directors and, upon her delivery of a joinder to this Agreement, Ursula Burns, the Existing Directors), and shall become effective in accordance with Section 21.

American Realty Capital New York City REIT, Inc. – Settlement Agreement (May 14th, 2018)

This Settlement Agreement (this "Agreement") is made and entered into as of February 9, 2018 by and among American Realty Capital New York City REIT, Inc., a Maryland corporation (the "Company"), and the other entities and natural persons set forth on the signature page hereto (collectively, "Cove") (each of the Company and each person constituting Cove is hereafter referred to as a "Party" to this Agreement, and collectively as the "Parties").

Infusystems Holdings – Equity Settlement Agreement (May 14th, 2018)

This Equity Settlement Agreement ("Agreement") is made and entered into on May 11, 2018, between InfuSystem Holdings, Inc. ("Company") and Christopher Downs ("Employee"), collectively, "the Parties."

Aspen Insurance Holdings Limited – ASPEN INSURANCE UK SERVICES LIMITED and STEPHEN POSTLEWHITE SETTLEMENT AGREEMENT (May 11th, 2018)

ASPEN INSURANCE UK SERVICES LIMITED, (Registered in England No.04270446), 30 Fenchurch Street, London EC3M 3BD, England (formerly known as (the "Company"); and

Settlement Agreement (May 10th, 2018)

This SETTLEMENT AGREEMENT (this Agreement) is made and entered into as of May 10, 2018, by and among Navigant Consulting, Inc., a Delaware corporation (the Company), on the one hand, and Engine Capital, L.P., a Delaware limited partnership (Engine Capital), Engine Capital Management, LP, a Delaware limited partnership (Engine Management), Engine Capital Management GP, LLC, a Delaware limited liability company (Engine GP), Engine Jet Capital, L.P., a Delaware limited partnership (Engine Jet), Engine Airflow Capital, L.P., a Delaware limited partnership (Engine Airflow), Engine Investments, LLC, a Delaware limited liability company (Engine Investments), Engine Investments II, LLC, a Delaware limited liability company (Engine Investments II), and Arnaud Ajdler (each of Mr. Ajdler, Engine Capital, Engine Management, Engine GP, Engine Jet, Engine Airflow, Engine Investments and Engine Investments II, an EC Party and, collectively and together with their Affiliates and Associates, the EC Par

Settlement Agreement (May 10th, 2018)

This SETTLEMENT AGREEMENT (this Agreement) is made and entered into as of May 10, 2018, by and among Navigant Consulting, Inc., a Delaware corporation (the Company), on the one hand, and Engine Capital, L.P., a Delaware limited partnership (Engine Capital), Engine Capital Management, LP, a Delaware limited partnership (Engine Management), Engine Capital Management GP, LLC, a Delaware limited liability company (Engine GP), Engine Jet Capital, L.P., a Delaware limited partnership (Engine Jet), Engine Airflow Capital, L.P., a Delaware limited partnership (Engine Airflow), Engine Investments, LLC, a Delaware limited liability company (Engine Investments), Engine Investments II, LLC, a Delaware limited liability company (Engine Investments II), and Arnaud Ajdler (each of Mr. Ajdler, Engine Capital, Engine Management, Engine GP, Engine Jet, Engine Airflow, Engine Investments and Engine Investments II, an EC Party and, collectively and together with their Affiliates and Associates, the EC Par

Motion of Motors Liquidation Company Guc Trust to Approve (I) the Guc Trust Administrators Actions and (Ii) the Settlement Agreement by and Among the Signatory Plaintiffs and the Guc Trust Pursuant to Bankruptcy Code Sections 105, 363, and 1142 and Bankruptcy Rules 3002 and 9019 and to (Iii) Authorize the Reallocation of Guc Trust Assets (May 4th, 2018)

By and through its undersigned counsel, the GUC Trust Administrator1 of the Motors Liquidation Company GUC Trust (the GUC Trust), as established under the Debtors Second Amended Joint Chapter 11 Plan dated as of March 18, 2011 [ECF No. 9836] (as confirmed, the Plan) of the above-captioned post-effective date debtors (the Debtors), respectfully submits this Motion to Approve (I) the GUC Trust Administrators Actions and (II) the Settlement Agreement By and Among the Signatory Plaintiffs and the GUC Trust Pursuant to Bankruptcy Code Sections 105, 363, and 1142 and Bankruptcy Rules 3002 and 9019 and (III) Authorize the Reallocation of GUC Trust Assets (the Motion), seeking entry of an order (the Settlement Order) approving the Settlement Agreement (as defined herein). In support of this Motion, the GUC Trust Administrator respectfully represents as follows:

Aqua Metals, Inc. – Settlement Agreement (May 2nd, 2018)

This SETTLEMENT AGREEMENT (this "Agreement") is made as of this 2nd day of May 2018, by and among David L. Kanen, Kanen Wealth Management LLC ("Kanen Wealth Management") (collectively, together with their respective affiliates and the other participants in their pending proxy solicitation and members of their "group" (as such term is defined in Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the "Kanen Group", and each individually, a "member" of the Kanen Group), and Aqua Metals, Inc., a Delaware corporation (the "Company").

Aqua Metals, Inc. – Settlement Agreement (May 2nd, 2018)

This SETTLEMENT AGREEMENT (this "Agreement") is made as of this 2nd day of May 2018, by and among David L. Kanen, Kanen Wealth Management LLC ("Kanen Wealth Management") (collectively, together with their respective affiliates and the other participants in their pending proxy solicitation and members of their "group" (as such term is defined in Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the "Kanen Group", and each individually, a "member" of the Kanen Group), and Aqua Metals, Inc., a Delaware corporation (the "Company").

Sports Field Holdings, Inc. – Settlement Agreement (April 20th, 2018)

THIS SETTLEMENT AGREEMENT (the "Agreement") is made and entered into as of January __, 2018, by and between Montreat College ("Montreat") and FirstForm, Inc. f/k/a Sportsfield Engineering, LLC ("FirstForm").

Settlement Agreement (April 18th, 2018)

This SETTLEMENT AGREEMENT is made and entered into as of April 16, 2018 (the "Agreement") by and among Command Center, Inc., a Washington corporation (the "Company"), Ephraim Fields (the "Investor" or a "Participant" as defined below) and each of the other parties listed on Exhibit A hereto (each, a "Participant" and collectively with the Investor, the "Participants"). The Company and the Participants are each referred to herein as a "Party" and collectively, the "Parties."

Adial Pharmaceuticals, L.L.C. – Settlement Agreement (April 16th, 2018)

This Settlement Agreement (the "Agreement") dated as of February 22, 2018 is made by and between Adial Pharmaceuticals, Inc., a Delaware corporation, successor-in-interest to Adial Pharmaceuticals, LLC, a Virginia limited liability company (the "Company"), and FirstFire Global Opportunities Fund LLC, a Delaware limited liability company ("FirstFire"). The Company and FirstFire are collectively referred to herein as the "Parties" or each of them individually as a "Party."

Settlement Agreement (April 16th, 2018)

This Settlement Agreement and Release (the "Agreement") is by and between Columbia Casualty Company ("Columbia"), on the one hand, and AdCare Health Systems, Inc.; Regional Health Properties, Inc.; AdCare Administrative Services, LLC; Woodland Hills HC Nursing, LLC; Woodland Hills HC Property Holdings, LLC; AdCare Operations, LLC; APH&R Nursing LLC d/b/a Cumberland Health and Rehabilitation Center; APH&R Property Holdings, LLC; Little Rock HC&R Nursing LLC d/b/a West Markham Sub Acute and Rehabilitation Center; Little Rock HC&R Property Holdings, LLC; Northridge HC&R Nursing, LLC d/b/a Northridge Healthcare and Rehabilitation; Northridge HC&R Property Holdings, LLC; Coosa Nursing ADK, LLC; Denene Hurst; Jackie Campbell; Robert Barnett; Blaine Brint; Patricia Ann Cahoon; Glenn Clark; Gloria Hall Cooper; Sheneeivah Gilbert; Lauren Greenwood; Rickey Griffin; Debbie Hicks; Mary Huntsman-Hartfield; Mishana Jackson; Mary Pauline Lowe; Timothy Simmons; and Richard West (collectively, "AdCare"

Potbelly Corp – Settlement Agreement (April 13th, 2018)

This SETTLEMENT AGREEMENT (this Agreement) is made and entered into as of April 12, 2018, by and among Potbelly Corporation, a Delaware corporation (the Company), on the one hand, and Privet Fund LP, a Delaware limited partnership (Privet Fund), Privet Fund Management LLC, a Delaware limited liability company (Privet Fund Management), Ryan Levenson, solely in his capacity as a Principal and Portfolio Manager of Privet Fund Management LLC and Ben Rosenzweig, solely in his capacity as a Partner of Privet Fund Management LLC (the Privet Designee and collectively with Privet Fund, Privet Fund Management and Ryan Levenson, Privet), on the other hand. The Company and Privet are each herein referred to as a party and collectively, the parties.

Potbelly Corp – Settlement Agreement (April 13th, 2018)

This SETTLEMENT AGREEMENT (this Agreement) is made and entered into as of April 12, 2018, by and among Potbelly Corporation, a Delaware corporation (the Company), on the one hand, and Privet Fund LP, a Delaware limited partnership (Privet Fund), Privet Fund Management LLC, a Delaware limited liability company (Privet Fund Management), Ryan Levenson, solely in his capacity as a Principal and Portfolio Manager of Privet Fund Management LLC and Ben Rosenzweig, solely in his capacity as a Partner of Privet Fund Management LLC (the Privet Designee and collectively with Privet Fund, Privet Fund Management and Ryan Levenson, Privet), on the other hand. The Company and Privet are each herein referred to as a party and collectively, the parties.

Hong Kong Highpower Tech Inc – We Have Acted as Counsel to Highpower International, Inc., a Delaware Corporation (The "Company"), in Connection With the Filing of a Prospectus Supplement Dated April 5, 2018 (The "Prospectus Supplement") to the Prospectus Dated April 20, 2017 (Together, the "Prospectus") Relating to the Issuance by the Company, Pursuant to That Certain Settlement Agreement Dated April 5, 2018 (The "Settlement Agreement"), by and Between the Company, FirsTrust China, Ltd., a Limited Liability Company Existing Under the Laws of the People's Republic of China and Jian Ke (a.k.a., Patrick Ko), Kai Ding, Chen Lin (April 9th, 2018)

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

Sports Field Holdings, Inc. – Settlement Agreement (April 2nd, 2018)

THIS SETTLEMENT AGREEMENT (the "Agreement") is made and entered into as of January 26, 2018, by and between Montreat College ("Montreat") and FirstForm, Inc. f/k/a Sportsfield Engineering, LLC ("FirstForm").

Cal-Maine Foods, Inc. – Settlement Agreement (April 2nd, 2018)

This Settlement Agreement (the "Agreement") is effective as of January 30, 2018 among: The Kroger Co.; Safeway, Inc.; Walgreen Co.; Hy-Vee, Inc.; Albertsons LLC; The Great Atlantic & Pacific Tea Company; H.E. Butt Grocery Company; Publix Super Markets, Inc.; Supervalu Inc.; and Giant Eagle, Inc. (collectively "Direct Action Plaintiffs" or "DAPs"); and Cal-Maine Foods, Inc. ("Cal-Maine") (DAPs and Cal-Maine are collectively the "Parties").

Xenetic Biosciences, Inc. – XENETIC BIOSCIENCES (UK) LIMITED and LIPOXEN TECHNOLOGIES LIMITED and XENETIC BIOSCIENCES INC. And MICHAEL SCOTT MAGUIRE SETTLEMENT AGREEMENT Without Prejudice and Subject to Contract (March 30th, 2018)

1. Interpretation 2 2. Arrangements until termination 4 3. Termination payment 5 4. Payment conditions 6 5. Legal fees 6 6. Waiver of claims 6 7. Indemnities 8 8. Company property and information 9 9. Employee warranties and acknowledgments 10 10. Resignation from offices 10 11. Confidentiality, announcements and reference 10 12. Directors Liability Insurance 12 13. Guarantee 12 14. Entire agreement 12 15. Variation 12 16. Third party rights 12 17. Governing law 13 18. Jurisdiction 13 19. Subject to contract and without prejudice 13 20. Counterparts 13 Schedule Schedule 1 Claims 14 Schedule 2 Adviser's certificate 17 Schedule 3 Second Settlement Agreement 18 Schedule 4 Annou

Settlement Agreement (March 21st, 2018)

THIS SETTLEMENT AGREEMENT (the Agreement) is entered into by and between Verso Corporation (as the sole member of the Coalition for Fair Paper Imports) (hereinafter referred to as Petitioner) and (1) Port Hawkesbury Paper Limited Partnership, Port Hawkesbury Paper Inc., Pacific West Commercial Corporation, Port Hawkesbury Paper Holdings Ltd., Port Hawkesbury Investments Ltd., 6879900 Canada Inc., Port Hawkesbury Paper GP Ltd., and PHP Sales Services (US) LLC (collectively, Port Hawkesbury); and (2) Irving Paper Limited (Irving). Port Hawkesbury and Irving are hereinafter referred to as a group as Respondents or individually by name or as each Respondent or individual Respondent. Also, Petitioner and Respondents are hereinafter referred to as a group as the Parties or as individuals as such Party.

Neos Therapeutics, Inc. – Settlement Agreement (March 16th, 2018)

This Settlement Agreement (including Exhibits A, B, and C, the Agreement) is made and entered into this 17th day of October, 2017 (the Execution Date), by and between, on the one hand, Neos Therapeutics, Inc. and Neos Therapeutics, LP, (collectively, Neos), and on the other hand, Actavis Laboratories FL, Inc. (Actavis) (collectively, the Parties, or each separately, a Party).

United Community Bancorp – Settlement Agreement (March 12th, 2018)

This Settlement Agreement (the Agreement) is entered into as of March 11, 2018 by and among Civista Bancshares, Inc., an Ohio corporation (Parent); Parents wholly owned subsidiary, Civista Bank, an Ohio-chartered bank (Parent Bank); United Community Bancorp, an Indiana corporation (Seller), and United Community Bank, a federally chartered savings bank (Seller Bank).

United Community Bancorp – Settlement Agreement (March 12th, 2018)

This Settlement Agreement (the Agreement) is entered into as of March 11, 2018 by and among Civista Bancshares, Inc., an Ohio corporation (Parent); Parents wholly owned subsidiary, Civista Bank, an Ohio-chartered bank (Parent Bank); United Community Bancorp, an Indiana corporation (Seller), and United Community Bank, a federally chartered savings bank (Seller Bank).

Wynn Resorts, Limited, Universal Entertainment and Aruze USA Reach Settlement Agreement (March 9th, 2018)

LAS VEGAS (March 8, 2018) -- Wynn Resorts, Limited (NASDAQ: WYNN) announced today it has concluded a settlement agreement with Universal Entertainment Corporation and Aruze USA, Inc. regarding litigation between the parties which began in February 2012 and was related to the redemption of Aruze USA's equity stake in the Company. The settlement provides for the parties to the agreement to dismiss all litigation between Universal Entertainment and Aruze USA, and Wynn Resorts, its then-directors and executives with respect to the redemption. The settlement agreement also puts an end to claims brought by Universal Entertainment and Aruze USA against Wynn Macau in Macau.

Liberty Silver Corp – Settlement Agreement and Order on Consent for Response Action by Bunker Hill Mining Corp. (March 7th, 2018)
Settlement Agreement (March 6th, 2018)

ZOGENIX INTERNATIONAL LIMITED, a company registered in England with registered number 08330213 and having its registered office at Siena Court, Broadway, Maidenhead,

Strategic Gaming Investments – SETTLEMENT AGREEMENT ($100K Note) (March 1st, 2018)

THIS SETTLEMENT AGREEMENT (the "Agreement") is made this 28th day of February 2018 and effective as of December 30, 2017 (the "Effective Date"), by and between Quest Solution Inc., a Delaware corporation (the "Company") and David Marin and Kathy Marin, individuals residing at 12272 Monarch Street, Garden Grove, CA 92841 and 20 Sklar Street, Ladera Ranch, CA 92694, respectively (collectively "the Marins"). The Company and the Marins collectively shall be referred to as the "Parties."

LIBERTY INTERACTIVE CORPORATION Settlement Agreement With Respect to Option Exchange Proposal Dated: December 20, 2017 (March 1st, 2018)

Reference is made to the proposal (the "Proposal") separately presented to you, [*], and incorporated herein by reference by Liberty Interactive Corporation (the "Company") with respect to the outstanding options, whether vested or unvested, to purchase shares of Series A QVC Group common stock, par value $0.01 per share ("QVCA")[,][and] shares of Series A Liberty Ventures common stock, par value $0.01 per share ("LVNTA")[, and shares of Series B Liberty Ventures common stock, par value $0.01 per share ("LVNTB")] held by you and granted under one or more of the Liberty Interactive Corporation 2010 Incentive Plan (as Amended and Restated Effective November 7, 2011 and as further amended Effective August 5, 2013, the "2010 Plan")[,][or] the Liberty Interactive Corporation 2012 Incentive Plan (as Amended and Restated as of March 31, 2015, the "2012[ Plan") or the Liberty Interactive Corporation 2016 Omnibus Incentive Plan (the "2016] Plan" and together with the 2010 Plan[ and the 2012 Pla

Strategic Gaming Investments – Settlement Agreement (March 1st, 2018)

SETTLEMENT AGREEMENT, made this 28th day of February 2018 and effective as of December 30, 2017 (the "Effective Date") (the "Agreement"), by and between Quest Solution Inc., a Delaware corporation (the "Company") and George Zicman, an individual residing at 14820 Parisian Ct, Reno, NV ("Zicman"). The Company and Zicman collectively shall be referred to as the "Parties."

Strategic Gaming Investments – Settlement Agreement (March 1st, 2018)

SETTLEMENT AGREEMENT, made this 28th day of February 2018 and effective as of December 30, 2017 (the "Effective Date") (the "Agreement"), by and between Quest Solution Inc., a Delaware corporation (the "Company") and Kurt Thomet, an individual residing at 706 Fairwinds Loop, Vancouver, WA 95661 ("Thomet"). The Company and Thomet collectively shall be referred to as the "Parties."

Strategic Gaming Investments – SETTLEMENT AGREEMENT ($11 Mil Note) (March 1st, 2018)

THIS SETTLEMENT AGREEMENT (the "Agreement") is made this 28th day of February 2018 and effective as of December 30, 2017 (the "Effective Date"), by and between Quest Solution Inc., a Delaware corporation (the "Company") and David Marin and Kathy Marin, individuals residing at 12272 Monarch Street, Garden Grove, CA 92841 and 20 Sklar Street, Ladera Ranch, CA 92694, respectively (collectively "the Marins"). The Company and the Marins collectively shall be referred to as the "Parties."

Mphase Technologies – Amendment to Judgment Settlement Agreement (February 23rd, 2018)

Tins Amendment To Judgment Settlement Agreement (this "Amendment") is entered into as of February 16, 2018 (the "Effective Date"), by and between John M. Fife, an individual ("Lender"), and MPhase Technologies, Inc., a New Jersey corporation ("Borrower"). Capitalized terms used in this Amendment without definition Shall have the meanings given to them in the Settlement Agreement (as defined below).