L&R Matters definition

L&R Matters means the litigation and regulatory matters set forth on Schedule 13.17(eee).
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Examples of L&R Matters in a sentence

  • The Escrow Agent will hold the Escrowed Closing Stock Consideration and the L&R Matters Escrow Amount in accordance with the terms of the Escrow Agreement.

  • Polycom and Seller shall and shall cause the Polycom Companies to use their commercially reasonable efforts to minimize the fines and penalties with respect to the L&R Matters via declination of criminal prosecution with respect to any Polycom Company.

  • All claims made by any Buyer Indemnified Party pursuant to this Article 10 with respect to the L&R Matters shall be exclusively satisfied first from the Special Escrow Account until its depletion and second from the General Escrow Account until the earlier of its expiration or depletion.

  • The Escrowed Closing Stock Consideration and the L&R Matters Escrow Amount shall be held in escrow to satisfy, at least in part, claims made by the Buyer Indemnified Parties for satisfaction of any indemnification claim in accordance with the terms and conditions set forth in this Section 2.6 and Article 10.

  • Prior to the Closing, Polycom and Seller shall, and shall cause the Polycom Companies to, promptly inform Buyer of all material communications with a third party (that is not an Affiliate or an agent, advisor or other representative of Polycom, Seller or their Affiliate) with respect to the L&R Matters, including with regard to any proposed settlement or resolution of a L&R Matter and any terms, conditions, or other obligations related to any proposed settlement or resolution of the L&R Matters.

  • Once all pending claims have been resolved and satisfied from the General Escrow Account, Buyer and Seller shall promptly and jointly direct the Escrow Agent to release the remainder of the General Escrow Funds and the Escrowed Closing Stock Consideration to Seller; provided, however, that any Retained L&R Matters Escrowed Closing Stock Consideration shall continue to be held by the Escrow Agent until released pursuant to Section 2.6(b)(ii).

Related to L&R Matters

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • Legal Matters In the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement.

  • Environmental Matters means any matter arising out of or relating to health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.