Common use of Entitlement to Payments Clause in Contracts

Entitlement to Payments. (a) Vertex agrees that the Purchaser is entitled to the Purchased Interest and the Purchaser may enforce directly against Xxxxxxx the right to payment of any portion of the Milestone Payment represented by the Purchased Interest when earned upon achievement of the Milestone Event pursuant to the Xxxxxxx Agreement. (b) For avoidance of doubt, the parties hereto understand and agree that if Xxxxxxx fails to pay the Milestone Payment in full when Vertex or the Purchaser reasonably believes the Milestone Payment is due under the Xxxxxxx Agreement, except for any Set-off made by Xxxxxxx against the Milestone Payment (each such unpaid amount, a “Discrepancy”), then Vertex shall not be obligated to pay to the Purchaser or otherwise compensate or make the Purchaser whole with respect to any such Discrepancy; provided, however, that nothing in this Section 2.02(b) shall limit or affect in any respect the rights of the Purchaser under Section 5.05 or of any Purchaser Indemnified Party under Section 7.05. Notwithstanding the foregoing, in the event that the Milestone Payment is not paid in full by Xxxxxxx due to Xxxxxxx asserting or effecting a Set-off against the Milestone Payment pursuant to the Xxxxxxx Agreement (whether or not any such Set-off was disclosed hereunder) or Xxxxxxx otherwise does not, following the occurrence of the Milestone Event, pay the Milestone Payment in full due to any breach by Vertex of the Xxxxxxx Agreement, Vertex shall be liable for, and shall pay the Purchaser the amount of any such Set-off or Discrepancy on the date the Milestone Payment is paid or payable to the Purchaser hereunder, which in any event shall not exceed the amount of the Milestone Payment. Vertex shall be entitled to any such amounts that it pays to Purchaser if Xxxxxxx subsequently pays such amount.

Entitlement to Payments. Purchaser shall be entitled to receive the following transfers and payments in respect of the Purchased Assets: (a) Vertex Seller agrees that the Purchaser is entitled to the Purchased Interest Assets and, notwithstanding any claim or Set-off that Seller may have against Purchaser or that Counterparty may have against Seller, Seller agrees and will use its commercially reasonable efforts to ensure (including taking such actions as Purchaser shall reasonably request) that Counterparty remits all payments that Counterparty is required to pay to Seller under the Purchaser may enforce directly against Xxxxxxx the right Counterparty Agreements with respect to payment of any portion of the Milestone Payment represented by the Purchased Interest when earned upon achievement of Assets directly to the Milestone Event Collection Account, pursuant to the Xxxxxxx AgreementCounterparty Instruction. (b) For the avoidance of doubt, the parties hereto understand and agree that if Xxxxxxx Counterparty fails to pay the Milestone Payment in full any Purchased Royalties when Vertex Seller or the Purchaser reasonably believes the Milestone Payment is such Purchased Royalties are due under the Xxxxxxx AgreementCounterparty Agreements, except for any Set-off made contemplated by Xxxxxxx against the Milestone Payment Section 2.2(c) (each such unpaid amount, a “Discrepancy”), and if such Discrepancy is not the result of a default or breach by Seller under the Counterparty Agreements, then Vertex Seller shall not be obligated to pay to the Purchaser or otherwise compensate or make the Purchaser whole with respect to any such DiscrepancyDiscrepancy so long as Seller is in compliance with the provisions of this Purchase and Sale Agreement; provided, however, that nothing in this Section 2.02(b2.2(b) shall limit or affect in any respect the rights of the Purchaser under Section 5.05 or of any Purchaser Indemnified Party under Article VI. (c) Seller agrees that it will promptly (and in any event within three Business Days) pay to Purchaser in accordance with Section 7.05. Notwithstanding 4.4 the foregoing, in the event that the Milestone Payment is not paid in full by Xxxxxxx due to Xxxxxxx asserting or effecting a amount of any Set-off by Counterparty against the Milestone Payment pursuant any Purchased Royalties or other Purchased Assets to the Xxxxxxx Agreement (whether or not any extent that such Set-off was disclosed hereunder) arises out of or Xxxxxxx otherwise does notrelates to any period prior to the Royalties Commencement Date or to any events occurring, circumstances existing or actions taken prior to the Royalties Commencement Date and that in each case has the effect of reducing amounts to be paid to Purchaser following the occurrence of the Milestone Event, pay the Milestone Payment in full due to any breach by Vertex of the Xxxxxxx Agreement, Vertex shall be liable for, and shall pay the Purchaser the amount of any such Set-off or Discrepancy on the date the Milestone Payment is paid or payable to the Purchaser hereunder, which in any event shall not exceed the amount of the Milestone Payment. Vertex shall be entitled to any such amounts that it pays to Purchaser if Xxxxxxx subsequently pays such amountClosing Date.