Disclosed Litigation. In 1995, the Borrower acquired the Kolynos oral care business from American Home Products, as described in the Borrower’s Form 8-K dated January 10, 1995. On September 8, 1998, the Borrower’s Brazilian subsidiary received notice of an administrative proceeding from the Central Bank of Brazil primarily taking issue with certain foreign exchange filings made with the Central Bank in connection with the financing of this strategic transaction, but in no way challenging or seeking to unwind the acquisition. The Central Bank of Brazil in January 2001 notified the Borrower of its decision in the administrative proceeding to impose a fine, which, at exchange rates in effect in March 2002, approximated $110 million. The Borrower has appealed the decision to the Brazilian Monetary System Appeals Council (the “Council”), thereby suspending the fine pending the decision of the Council. If the fine is affirmed, interest and penalties may also be assessed. Further appeals are available within the Brazilian federal courts. Management of the Borrower believes, based on the opinion of its Brazilian legal counsel and other experts, that the filings challenged by the Central Bank fully complied with Brazilian law and that the Borrower will prevail on appeal. The Borrower intends to challenge this fine vigorously. In addition, in the course of monitoring the Central Bank proceeding, the Borrower learned that Brazilian prosecutors are reviewing the foregoing transactions as part of an overall examination of all international transfers of Reals through non-resident current accounts during the 1992 to 1998 time frame. The Borrower understands that this examination involves hundreds and possibly thousands of other individuals and companies. In addition, the Brazilian revenue authority has disallowed interest deductions and foreign exchange losses taken by the Borrower’s Brazilian subsidiary in connection with the financing of the Kolynos acquisition, imposing a tax assessment which has been determined, at the exchange rates in effect in March 2002, to approximate $40 million. The Borrower has filed an administrative appeal with the Brazilian internal revenue authority, and further appeals are available within the Brazilian federal courts. Management of the Borrower believes, based on the opinion of its Brazilian legal counsel and other experts, that the disallowance is without merit and that the Borrower will prevail on appeal. The Borrower intends to challenge this assessment v...
Disclosed Litigation. On May 16, 2006, Snap-on reached an agreement to settle certain legal matters related to certain then current and former franchisees on a class basis. The court gave its final approval to the class settlement on October 27, 2006. Under the terms of the settlement, Snap-on agreed to make payments to claimants and class counsel, plus incur certain other costs and expenses. Snap-on recorded a $38.0 million pretax charge in the second quarter of 2006 representing its best estimate to settle these legal matters. As of June 30, 2007, the majority of the settlement funds, including payments to the class participants made in the first quarter of 2007, have been disbursed. Snap-on has not admitted any wrongdoing by way of this settlement. Schedule 5.02(a) Liens None. EXHIBIT A-1—FORM OF REVOLVING CREDIT PROMISSORY NOTE U.S.$ Dated: , 200 FOR VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATED, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of (the “Lender”) for the account of its Applicable Lending Office on the Termination Date applicable to the Lender (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Five Year Credit Agreement dated as of [ ], 2007 among the Borrower, the Lender and certain other lenders parties thereto, X.X. Xxxxxx Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent at its account maintained at [ ], in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrow...
Disclosed Litigation. See the description in the Borrower’s Consolidated financial statements under the note captioned “Environmental and Other Commitments and Contingencies” appearing in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and in the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2006. SCHEDULE 5.02(a) Liens None SCHEDULE 6.01(g) Material Subsidiaries Pepsi-Cola General Bottlers, Inc. P-Americas, Inc. EXHIBIT A-1 - FORM OF REVOLVING CREDIT PROMISSORY NOTE U.S.$ Dated: , 200 FOR VALUE RECEIVED, the undersigned, PepsiAmericas, Inc., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of (the “Lender”) for the account of its Applicable Lending Office on the later of the Termination Date applicable to such Lender and the date designated pursuant to Section 2.07 of the Credit Agreement (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Five Year Credit Agreement dated as of June 6, 2006 among the Borrower, the Lender and certain other lenders parties thereto, and Citibank, N.A. as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Citibank, as Agent, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender t...
Disclosed Litigation. While not giving an opinion as to whether any item is “reasonably likely to have a Material Adverse Effect,” we hereby disclose the litigation matters as stated in our Form 10-Q for the quarter ended June 30, 2005, as follows. ERISA Class Action Lawsuit – Honeywell and several of its current and former officers and directors are defendants in a purported class action lawsuit filed in the United States District Court for the District of New Jersey. The complaint principally alleges that the defendants breached their fiduciary duties to participants in the Honeywell Savings and Ownership Plan (the “Savings Plan”) by purportedly making false and misleading statements, failing to disclose material information concerning Honeywell’s financial performance, and failing to diversify the Savings Plan’s assets and monitor the prudence of Honeywell stock as a Savings Plan investment. Honeywell has agreed to settle this matter for $14 million plus an agreement to permit Savings Plan participants greater diversification rights. The settlement will be paid in full by Honeywell’s insurers. The settlement was approved by the Court in July 2005. Environmental Matters – We are subject to various federal, state, local and foreign government requirements relating to the protection of the environment. We believe that, as a general matter, our policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage and personal injury and that our handling, manufacture, use and disposal of hazardous or toxic substances are in accord with environmental and safety laws and regulations. However, mainly because of past operations and operations of predecessor companies, we, like other companies engaged in similar businesses, have incurred remedial response and voluntary cleanup costs for site contamination and are a party to lawsuits and claims associated with environmental and safety matters, including past production of products containing toxic substances. Additional lawsuits, claims and costs involving environmental matters are likely to continue to arise in the future. With respect to environmental matters involving site contamination, we continually conduct studies, individually or jointly with other potentially responsible parties, to determine the feasibility of various remedial techniques to address environmental matters. It is our policy to record appropriate liabilities for environmental matters when remedial efforts or damage claim p...
Disclosed Litigation. Exhibits Exhibit A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Competitive Bid Note Exhibit B-1 - Form of Notice of Revolving Credit Borrowing Exhibit B-2 - Form of Notice of Competitive Bid Borrowing Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Assumption Agreement Exhibit E - Form of Notice of Extension of Termination Date 364-DAY CREDIT AGREEMENT Dated as of July 17, 2002 MONSANTO COMPANY, a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the Lenders (as hereinafter defined), SALOMON SMITH BARNEY INC. and J.P. MORGAN SECURITIES INC., xx xxxxx xxxx axxxxxxrs and joint xxxxxxxxxxs (the "Joint Lead Arrangers"), JPMORGAN CHASE BANK, as syndication agent, and COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES ("Commerzbank"), THE BANK OF TOKYO-MITSUBISHI, LTD. and BANK ONE, NA, as co-documentation agent, agree as follows:
Disclosed Litigation. Xxxxxxx Xxx Xxxxxxxx, as Executrix of the Estate of Xxxxx X. Xxxxxxxx x.
Disclosed Litigation. A description of all Disclosed Litigation which has been deemed acceptable by Buyer.
Disclosed Litigation. Seller shall promptly disclose to Buyer any material changes to any Disclosed Litigation.
Disclosed Litigation. For purposes of completeness, the following constitutes a list of the significant current claims and litigation involving the Borrowers, although not all claims and litigation. Inclusion on this Schedule does not necessarily imply that any such litigation or potential claim could be reasonably likely to have a Material Adverse Effect. PENDING LITIGATION
Disclosed Litigation. Environmental Litigation. Corning has been named by the Environmental Protection Agency (the Agency) under the Superfund Act or by state governments under similar state laws, as a potentially responsible party for 17 active hazardous waste sites. Under the Superfund Act, all parties who may have contributed any waste to a hazardous waste site, identified by the Agency, are jointly and severally liable for the cost of cleanup unless the Agency agrees otherwise. It is Corning’s policy to accrue for its estimated liability related to Superfund sites and other environmental liabilities related to property owned by Corning based on expert analysis and continual monitoring by both internal and external consultants. At December 31, 2012 and 2011, Corning had accrued approximately $21 million (undiscounted) and $25 million (undiscounted), respectively, for the estimated liability for environmental cleanup and related litigation. Based upon the information developed to date, management believes that the accrued reserve is a reasonable estimate of the Company’s liability and that the risk of an additional loss in an amount materially higher than that accrued is remote.
