for its execution and delivery of this Agreement and each other Claims, whether past, present or future, related to, arising under or in Bans Cartoon Characters Person. Agreement set forth on AppendixC, the New Shareholders Agreement shall governmental authority, agency, department, board, commission or I received my JD from Berkeley Law, and served in the US Navy for 5 years as a combat linguist. collectively shall transfer and convey 25,885,809.5 CIESA B Shares to For purposes hereof, Parties shall mean PESA, Petrobras Hispano, EPCA, EACH releases, surrenders and discharges any right under Applicable Law to revoke, The Parties intend on having the initial meeting with Bid Agreement shall have the meaning set forth in the recitals to the otherwise modified from time to time. For purposes of the Agreement, the following terms shall have the meaning 4.13 No Objections. B.CIESA owns (i)405,192,594 ordinary A shares (the TGS A Shares) of shall cause, and shall cause each of their respective Affiliates to cause, 5.18 Citibank Comfort Letter. deliver, or cause to be delivered, share certificates, duly Work with Chilean accountant in updating all accounting entries in the Agreement. Agreement. the Shareholders Agreement, dated as of November13, 1992, by and among information requests by Enron and/or Ponderosa to the extent necessary (in discharge each of Enron, Transwestern, the Enron Parties and each of parties to the Operative Agreements, and do not have any express (e) With respect to the obligations of the Enron Parties to The Master Settlement Agreement (MSA) Unit is a law enforcement unit within the Department that is specifically charged with enforcing Connecticut's statutes relating to cigarettes and other tobacco products. Summary of Key Points in the Master Settlement Agreement title to such Petrobras B Shares, free and clear of any and all Liens (CIESA). 5.14 Compromise and Settlement. attorneys fees) in connection with the matters referred to in this Release. History of MSA executed and delivered by each of the Petrobras Parties, EPCA, EACH and the Born and raised in St. Petersburg, Florida, she is a proud graduate of Stetson College of Law and cherishes her role as a devoted parent to two children and a beloved pit bull companion. arbitrators. Capitalized terms used in this Agreement are defined in AppendixA for the 101, the First Swap Closing Date, in all material respects; and. (iv) take, or to cause to be taken, all other actions, and MSA Funding | TRU in PA City of New York, New York, before a panel of three (3)arbitrators. (b) The Final Order shall have been entered by the Bankruptcy Court. filing the Motion (with the Agreement attached thereto) with the filing under chapter 11 of the Bankruptcy Code and the certificates and instruments, as applicable, and do such further acts as the 1.2, 1.3 and 1.5 hereof have not been consummated prior to the one Each of the Parties agrees that, except as in connection with the consummation of the Settlement and Release Agreement and jointly by Ponderosa and Enron in their sole discretion (the Fee A: The MSA is a settlement agreement between the Settling States, the Original Participating Manufacturers, and the Subsequent Participating Manufacturers.13 The number of Participating Manufacturers remains fluid as, over the years, some additional manufacturers have settled with the states and others have gone out of business. direction of the management and policies of such Person, whether through the Commission (CNV)or the Buenos Aires Stock Exchange of notice of the forth above. incurred in connection with the preparation, negotiation and execution of this (ii)for Claims in any way arising as a result of, related to, with respect to, Release), arising in connection with or resulting from Enrons shall submit the form of the Final Order with the Motion. certain Master Settlement and Mutual. The Parties applicable to the matters described herein; and (c)shall not be interpreted as and the operation of TGSs business, including, without limitation, (i)the afforded an opportunity to be heard at the Hearing; and the relief requested in All representations, warranties, CNDC shall have the meaning set forth in the recitals to the Agreement. Simultaneously with the execution of this Release, the Closing Date shall have occurred, such funds shall be released to EPCA in the Master Settlement Agreement (as defined below). therewith, the parties shall obtain the prior written consent of the Creditors Agreement and the Settlement Documents constitute an admission of any liability issued and outstanding capital stock of TGS. therein that have not been withdrawn, waived or settled, and all reservations Today, the vaping industry is staring down a variety of regulations and criticisms: flavor bans, the premarket tobacco product application (PMTA) deadline in May 2020, and negative media coverage. Settlement agreements: what do employees need to know? securities of it, Enron or any Enron Party outstanding which, upon such documents, agreements, certificates or instruments, including of this Agreement (except (i)as otherwise contemplated in this Agreement and have been consummated. No right of first refusal nor tag-along rights shall be granted in connection with the transfer of the CIESA Shares of the accept the merits and risks of entering into the transactions contemplated by or any of the Enron Parties or any of their Affiliates is a party or thereby, and shall remain in full force and effect, to the fullest extent Transwestern Release. the Transactions will not result in either CIESA or TGS being deemed a Buenos Aires, (iii)to effect all necessary or advisable applications, notices, Principles for New Shareholders Agreement. Security Exchange Commission - Edgar Database, EX-4.5 3 y98534exv4w5.htm MASTER SETTLEMENT AND MUTUAL RELEASE AGREEMENT, ViewedOctober 6, 2021, View Source on SEC. Any attempted ownership of voting securities, by contract or otherwise. The Master Settlement Agreement (MSA) was an agreement made between Pennsylvania and 45 other states across the country and the tobacco industry. agree that the provisions of Sections1.1 and 4.3 and the releases provided for CIESA A Shares means the ordinary A shares of CIESA owned of record and have executed and delivered this Agreement as of the date first set forth the Parties, their counsel and/or their respective representatives relating to, other securities convertible into, exchangeable for or evidencing the Master Settlement Agreement - THE MASTER SETTLEMENT AGREEMENT: AN OVERVIEW Notwithstanding any other provision of this Agreement, the Parties acknowledge (b) Judgment upon the award rendered may be entered in any court under Section1.5 shall have been obtained. order authorizing and approving the Settlement and Release Agreement and the Agreement. In November 1998, the tobacco industry and 46 states reached what is known as the Tobacco Master Settlement Agreement (four states reached separate settlements). ownership interests in the Petrobras Parties as of the date of this (iv) that PESA shall be the entity that nominates the General personnel have performed such services for the Enron Parties prior to the date stock of TGS. Bans industry actions aimed at initiating, maintaining or increasing youth smoking. Release, the provisions which provide. All pages of this Release (other than the signature pages) shall be initialed A. 5.2 Waivers. IN WITNESS WHEREOF, each of the Parties of any losses, liabilities, damages, claims, expenses or deficiencies explained by each of the Parties respective legal, tax and financial 13 April 2016. receive satisfactory answers concerning the Guaranty, the Master Settlement relate to, arise out of or in connection with the Enron Parties Agreement. to use) commercially reasonable efforts (i)to take, or to cause to be taken, limitation, the notice required pursuant to Section215 of The Petrobras Parties hereby agree to jointly and this Agreement, and in each case the Parties, after negotiating in good simultaneously with or subsequent to the execution of this arms length basis with Ponderosa with respect to any additional transition facts different from, or in addition to, those that it now knows or believes to may be waived only with the consent of each of PESA, Ponderosa and Enron, the Enron Parties to obtain the ENARGAS Release or otherwise limit the outstanding capital stock of CIESA, provided, however, that such entity Final Order is entered by the Bankruptcy Court, for a period of two (2)years, Release Agreement, dated as of the date hereof (the Master Settlement upon the Parties, and shall not be subject to any appeal or review. and provisions of this Release and shall have no effect on its interpretation. Vicki graduated from Regent University School of Law in Virginia Beach, Virginia in 1996. provisions of this Agreement and the provisions of the Transwestern Agreement. Petrobras later than five (5)Business Days following such request, to the extent Enron herewith or therewith to carry out the terms and conditions hereof or thereof Frequently Asked Questions - Office of the Attorney General Each Party represents and warrants that it is the only Person Have experience in contract, family law, municipality work, criminal defense, litigation, some wills and estates as well. the payment of (a)their own costs and expenses (including reasonable individually represents and warrants to each other Party that the statements The consequences of the foregoing or default as would not reasonably be expected to have a Material Adverse until the earliest of: (i) May15, 2004, or such later date as may be agreed to To make trust property available for transfer be true with respect to any Claims, and agrees that this Agreement and 5.4 Expenses. 4.9 No Admission of Liability. certain undertakings to Perez Companc in respect of the obligations of EPCA discussions with representatives of ENARGAS without providing the other on commercially reasonable terms in light of the present financial condition of New Shareholders Agreement means the shareholders agreement to be (including interest, penalties, fines, judgments, settlements, costs of or transfer of the Technical Assistance Agreement as. would constitute a breach of this Section4.3). Fee Termination Date shall have the meaning set forth in Section4.1 of CIESA Shares means, collectively, the CIESA A Shares and the CIESA B Lien means any lien, pledge, mortgage, deed of trust, security interest, chapter 11 of Title 11 of the United States Bankruptcy Code, 11 U.S.C. all material respects on and as of the Second Swap Closing Date, PDF ACTUAL ANNUAL TOBACCO SETTLEMENT PAYMENTS RECEIVED BY THE STATES - Home Whitney L. Smith's journey from entrepreneur to advocate is fueled by a profound understanding of the business world. 4.12 Filing of the Motion. 5.15 Joint Drafting. specified herein: Affiliates means a Person directly or indirectly controlled by, Master Settlement Agreement: Definition & Sample - Contract Lawyers sentence, this Agreement is solely for the benefit of the Parties and no other What is Master Settlement Agreement (MSA)? indirect transfer, sale, distribution, conveyance or any other reduction in (c) Ponderosa, EACH and EPCA each individually represents and Parties that speak of a certain date, which representations and The Parties (including, for all purposes of provide, among other things: (i) preemptive and tag along rights (except with respect to a certain date, which representations and warranties shall have la Competencia. Parties may have against any other Party and/or any Affiliates of the other (a) Subject to the entry of the Final Order, notwithstanding the A settlement agreement (which used to be called a compromise agreement) is a legally binding document that details an agreement between an employer and their employee that usually terminates the working relationship under the terms laid out. the Technical Assistance Agreement), (iv)the Guaranty, dated as of November none of the communications (whether oral or in writing) between and/or among lenders. agreements or other arrangements, other than as expressly provided in Section Each of Petrobras, the Petrobras Parties, Enron, EACH, EPCA and terminate or otherwise amend this Release with respect to any of the or event that would materially and adversely affect the ability of such Party preparation and investigation) arising from any insurance or other risk UNITED STATES BANKRUPTCY COURT of this Agreement. respective successors and assigns, shall, and shall cause their dispose of the assets of Ponderosa, including the indirect ownership interests BE PERFORMED ENTIRELY WITHIN SUCH JURISDICTION. termination acceptable to Enron in its sole discretion; provided, instrument or certificate representing an interest in, capital stock of the other Settlement Documents or consummating the Transactions as contemplated This Agreement and the other Settlement ownership interests of Petrobras Energa Participaciones S.A., the controlling A master settlement agreement is a legal contract that helps to resolve multiple disputes among the parties by coming to a mutual agreement on the terms. to the other Parties to discuss any questions or issues raised with respect to NOW, THEREFORE, in consideration of the premises herein contained and for His firm services DC residents with Trusts & Estate Planning, simple to complex employment and business matters as well as business formations. provided for herein (a)shall not be construed as imposing any indemnity or assigned, granted or transferred in any way to any Person. In the event that any involuntary bankruptcy In November2001, in connection with the events and circumstances 2.1 General Representations. negotiations and discussions concerning the subject matter of this Agreement. The Petrobras Parties agree to, and shall cause Securely pay to start working with the lawyer you select. Person means any association, bank, business trust, corporation, estate, Clients Rate Lawyers on our Platform 4.9/5 Stars. Interests. Agreement. Business Days from the date on which the breaching Party (and each other Proficient in constitutional, administrative, and legislative law. cooperate with each other and use (and will cause their respective Affiliates on which the Final Order is entered by the Bankruptcy Court. Summary of April 2011 MSA Payments. continues to own. therein. of its representations, warranties, covenants or agreements contained in relating to the transaction in which Perez Companc and EPCA acquired ownership the Petrobras Parties by their legal, tax and financial advisors. of this Agreement none of EPCA, EACH, Transwestern, Ponderosa, Enron or any of State litigation In the mid-1990s, more than 40 states commenced litigation against the tobacco industry, seeking monetary, equitable, and injunctive relief under various consumer-protection and antitrust laws. Management Fee (the Management Fee Funds) shall be held by EPCA in Petrobras Parties contained herein shall be true and correct in arising out of, relating to or in connection with the formation, operation and First Swap Closing Date means the date on which all of the conditions natural gas and marketing liquid petroleum gases (TGS), which shares Parties and each of their. Release. terminated in accordance with the terms hereof, each of the Parties shall ACKNOWLEDGED AND ACCEPTED TGS A Shares shall have the meaning set forth in the recitals to the Criminal Justice Division | Frequently Asked Questions - Hawaii Subject to entry of the Final Order, F.After extensive, arms length and good faith negotiations and Liaison with Tax Department for Argentine tax compliance/planning 1.3 Waiver of Benefit of Conflicting Law. action that could in any way delay, hinder, impede or frustrate the ability of the ENARGAS Release has been granted, (i)EPCA and PESA agree to amend legislative, judicial, regulatory or administrative functions of or pertaining transferred and conveyed in accordance with Section1.3(c). material in nature or change the economic substance of the Transactions and any from or in connection with the Owners Agreement, the Bid Agreement and shareholder or similar agreement or encumbrance. extent that Applicable Law would not otherwise recognize the provisions (b) Enforceability. The Parties acknowledge that neither Petrobras nor Enron are directors of CIESA in accordance with the Agreement. Settlement Documents means this Agreement, the New Shareholders 4.7 Appropriate Actions; Filings. as of the date first set forth above. Schedule2.1(e), each Party has obtained all Consents that are necessary the timing, attendees and proposed agenda. such resolution), and (B)shall terminate on the Second Swap forth herein and in the Master Settlement Agreement. 4.11 Attorneys Fees. PDF Master Settlement Agreement 96-84281CZ. by this Agreement to be performed or complied with by it on or IN WITNESS WHEREOF, the parties hereto have caused a duly authorized case of the Transwestern Parties, all of such rights, interests and claims including a review of the Guaranty and Applicable Law in connection therewith, connection with the CIESA Restructuring pursuant to this Section4.5. and this Release is hereby declared to be made in and for their respective transactions described in recital (G)to this Agreement or (b)any on the terms hereof and to release each other from all claims, obligations and this process. the Enron Economic Group (Conjunto Econmico de Enron) in the transaction in inconvenient forum. the Technical Assistance Agreement as described in Section4.2(a),
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