Partial Settlement Sample Clauses

Partial Settlement. Nothing in this Agreement should be construed as precluding any Signatory’s authority to settle, at its sole discretion, any claims asserted against it. a. A Settling Signatory will have no Judgment-Sharing Payment Obligations under this Agreement with respect to the claims settled by such Settling Signatory if, and only if, the settlement agreement with the Claimant includes the following provisions (a “Setoff Provision”) with respect to those claims: (i) a provision pursuant to which each settling Claimant agrees not to collect as a result of a judgment from any other Signatory, any other defendant in the Interchange Litigation, or any affiliates of the foregoing, an amount equal to the greater of the following (x) and (y) (with the amounts set forth in (x) to be allocated as set forth therein): (x) to the extent a Claimant settles, compromises or releases (a) any MasterCard-Related Claims against the Settling Signatory, the judgment-sharing payment obligations of the Settling Signatory with respect to MasterCard-Related Claims under all Sharing Agreements to which the Settling Signatory is a party (however those claims are described therein), and (b) any Inter-Network Claims against the Settling Signatory, the judgment-sharing payment obligations of the Settling Signatory with respect to Inter-Network Claims under all Sharing Agreements to which the Settling Signatory is a party (however those claims are described therein), or (y) the amount paid by the Settling Signatory to the Claimant; and (ii) a provision stating that the other Signatories to this Agreement, and other signatories to the Omnibus Agreement, and any affiliates of the foregoing, are intended third party beneficiaries of the Setoff Provision. For the avoidance of doubt, the Setoff Provision shall provide that the agreement of the settling Claimant(s) not to collect the greater of the Settling Signatory’s judgment-sharing payment obligation or the amount paid by the Settling Signatory to the Claimant from any other Signatory or other party in the Interchange Litigation shall apply to the full amount of any Monetary Award (including any trebling) against one or more non-Settling Signatories even if the Settling Signatory is not identified as a responsible party in the Final Judgment. b. In the event that a competent court or arbitrator finally determines that one of the foregoing provisions in this Paragraph is ineffective or unenforceable in whole or in part, or if the Settling Signatory ...
Sample 1
AutoNDA by SimpleDocs
Partial Settlement. The parties may enter into a settlement of one or more issues and shall proceed to final hearing pursuant to Rule 41. Any remaining contested issues shall proceed to trial pursuant to Rule 44. (Amended effective January 1, 2007.)
Sample 1Sample 2
Partial Settlement. This Settlement Agreement is a settlement of some but not all the issues within the scope of the proceeding between the Settling Parties. This Settlement Agreement shall be only construed to settle those issues expressly identified in Section II.
Sample 1Sample 2
Partial Settlement. If the conditions, if any, for the transfer of any of the Sale Shares that are registered shares subject to a restriction on transfer have not been satisfied, the settlement shall only be made with respect to that portion of the Sale Shares for which the failure to satisfy the conditions does not hinder the transfer. The Seller shall use its reasonable best efforts to ensure that the conditions for the transfer of any unsettled shares are subsequently satisfied; in particular, the Seller shall make a request for the consent to the transfer of such shares. If the conditions with respect to all or a part of such unsettled shares are satisfied, the Parties shall make a settlement in respect of such shares and transfer such shares within thirty (30) days of the satisfaction of the conditions for the transfer. If the transfer of such unsettled shares shall not have taken place by June 20, 2006, the number of the Sale Shares shall be reduced by the number of such shares and the Purchase Price shall be reduced accordingly, i.e., by the value of the shares which have not been transferred and the pro rata amount payable in connection with the Purchase Price.
Sample 1
Partial Settlement. If the Parties reach a settlement of some, but not all, issues during the mediation phase of these proceedings, they shall execute a Memorandum of Understanding or Separation Agreement reflecting: (i) the agreed-upon terms, and (ii) a list of the issues to be resolved by arbitration.
Sample 1
Partial Settlement. Notwithstanding anything else in this Agreement, if not all Regional Corporations settle with Arctic Slope under this Section, the release under Section 10 and the dismissals under Section 11 shall not be executed as between Arctic Slope and such Regional Corporation or Corporations, and Arctic Slope and such Regional Corporations shall each retain all rights against the other.
Sample 1
Partial Settlement. “Partial Settlement” shall have the meaning set forth in Section 4 of Article XIV.
Sample 1
AutoNDA by SimpleDocs
Partial Settlement. Nothing in this Agreement should be construed as precluding any Signatory’s authority to settle, at its sole discretion, any claims asserted against it. d. For the purposes of this Agreement, “Sharing Agreements” refers collectively to (i) this Agreement, (ii) the Omnibus Agreement, (iii) the Interchange Judgment Sharing Agreement dated as of July 1, 2007, among Visa USA, Visa International, Visa Inc. and various financial institutions, as amended and restated in the Amended and Restated Judgment Sharing Agreement dated as of December 16, 2008, and as amended and to which the parties consented to amendment on February 7, 2011 in the “Consent to Amendment of Interchange Judgment Sharing Agreement” (the “Visa JSA”); and (iv) the Loss Sharing Agreement dated as of July 1, 2007, among Visa Inc., Visa International, Visa USA, and various financial institutions, as amended and restated in the Amended and Restated Loss Sharing Agreement dated as of December 16, 2008, and as amended and to which the parties consented to amendment on February 7, 2011 in the “Consent to Amendment of Loss Sharing Agreement” (the “Visa LSA”). The Visa JSA and Visa LSA are referred to collectively herein as the “Visa Agreements.”
Sample 1
Partial Settlement. Nothing in this Agreement should be construed as precluding any Signatory’s authority to settle, at its sole discretion, any claims asserted against it. a. A Settling Signatory will have no Judgment-Sharing Payment Obligations under this Agreement with respect to the claims settled by such Settling Signatory if, and only if, the settlement agreement with the Claimant includes the following provisions (a “Setoff Provision”) with respect to those claims: (i) a provision pursuant to which each settling Claimant agrees not to collect as a result of a judgment from any other Signatory, any other defendant in the Interchange Litigation, or any affiliates of the foregoing, an amount equal to the greater of the following (x) and (y) (with the amounts set forth in (x) to be allocated as set forth therein): (x) to the extent a Claimant settles, compromises or releases (a) any MasterCard- Related Claims against
Sample 1

Related to Partial Settlement

  • Full Settlement The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

  • Termination Settlement Upon the occurrence of any Acceleration Event, Dealer shall have the right to designate, upon at least one Scheduled Trading Day’s notice, any Scheduled Trading Day following such occurrence to be a Settlement Date hereunder (a “Termination Settlement Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating to such Termination Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares necessary to reduce the Share Amount to reasonably below the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Dealer pursuant to the preceding sentence, Counterparty fails to deliver the Settlement Shares relating to such Termination Settlement Date when due or otherwise fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during an Unwind Period relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating to such Acceleration Event, notwithstanding any election to the contrary by Counterparty, Cash Settlement or Net Share Settlement shall apply to the portion of the Settlement Shares relating to such Unwind Period as to which Dealer has unwound its hedge (assuming that Dealer has a commercially reasonable hedge and unwinds its hedge in a commercially reasonable manner) and Physical Settlement shall apply in respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares designated by Dealer in respect of such Termination Settlement Date. If an Acceleration Event occurs after Counterparty has designated a Settlement Date to which Physical Settlement applies but before the relevant Settlement Shares have been delivered to Dealer, then Dealer shall have the right to cancel such Settlement Date and designate a Termination Settlement Date in respect of such Shares pursuant to the first sentence hereof. Notwithstanding the foregoing, in the case of a Nationalization or Merger Event, if at the time of the related Relevant Settlement Date the Shares have changed into cash or any other property or the right to receive cash or any other property, the Calculation Agent shall adjust the nature of the Shares as it determines appropriate to account for such change such that the nature of the Shares is consistent with what shareholders receive in such event. If Dealer designates a Termination Settlement Date as a result of an Acceleration Event caused by an excess dividend of the type described in Paragraph 7(f)(ii), no adjustments(s) shall be made to the terms of this contract to account for the amount of such excess dividend.

  • Physical Settlement If Physical Settlement is applicable, then Counterparty shall deliver to Dealer through the Clearance System a number of Shares equal to the Settlement Shares for such Settlement Date, and Dealer shall pay to Counterparty, by wire transfer of immediately available funds to an account designated by Counterparty, an amount equal to the Physical Settlement Amount for such Settlement Date, on a delivery versus payment basis. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the Physical Settlement Amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.

  • Cash Settlement If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.

  • Combination Settlement If Combination Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will pay or deliver, as the case may be, to Counterparty, on the relevant Settlement Date for each such Option:

  • CASH SETTLEMENT OPTION The undersigned Existing Tranche B Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and having 100% of the outstanding principal amount of the Tranche B Term Loans held by such Existing Tranche B Term Lender repaid on the Fifth Amendment Effective Date and to purchase by assignment Tranche C Term Loans in a like principal amount. By choosing this option, each undersigned Existing Tranche B Term Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to allocate Tranche C Term Loans to such Existing Tranche B Term Lender or to allocate less than 100% of the principal amount of such Existing Tranche B Term Lender’s Tranche B Term Loans in Tranche C Term Loans. SENIOR SECURED FLOATING RATE LOAN FUND By: By: Credit Suisse Asset Management, LLC, the Portfolio Manager for Propel Capital Corporation, the manager for Senior Secured Floating Rate Loan Fund By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director If a second signature is necessary: By: Name: Title: Name of Fund Manager (if any): Credit Suisse Asset Management, LLC The undersigned, a Lender holding Tranche B Term Loans (“you”), hereby consents to the Fifth Amendment to that certain First Lien Credit Agreement, dated as of August 20, 2015 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, including by an Increase Supplement dated as of November 30, 2015, by the First Amendment to First Lien Credit Agreement dated as of November 30, 2015, by an Increase Supplement dated as of October 5, 2016, by the Second Amendment to First Lien Credit Agreement dated as of October 5, 2016, by an Increase Supplement dated as of January 31, 2017, by the Third Amendment to First Lien Credit Agreement dated as of January 31, 2017 and by the Fourth Amendment to the First Lien Credit Agreement dated as of August 14, 2017, the “Existing First Lien Credit Agreement”), among LBM BORROWER, LLC, a Delaware limited liability company (the “Borrower”), LBM MIDCO, LLC, a Delaware limited liability company (“Holding”), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”) and the Lenders party thereto, which is proposed to be dated on or around February 15, 2018 and to be entered into among the Borrower, Holding, the several banks and financial institutions parties thereto as Lenders and the Administrative Agent (the “Amendment”) and to the attachment of this Existing Tranche B Term Lender Signature Page to the Amendment. Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Amendment or the Existing First Lien Credit Agreement, as applicable. [Check ONLY ONE of the two boxes below] x CASHLESS ROLLOVER OPTION Each undersigned Existing Tranche B Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and the exchange (on a cashless basis) of 100% of the outstanding principal amount of the Tranche B Term Loans held by such Existing Tranche B Term Lender for a Tranche C Term Loan in a like principal amount. By choosing this option, each undersigned Existing Tranche B Term Lender hereby (i) acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to exchange any amount of such Existing Tranche B Term Lender’s Tranche B Term Loans for Tranche C Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Existing Tranche B Term Lender’s Tranche B Term Loans for Tranche C Term Loans, in which case the difference between the current principal amount of such Existing Tranche B Term Lender’s Tranche B Term Loans and the allocated principal amount of Tranche C Term Loans will be prepaid on, and subject to the occurrence of, the Fifth Amendment Effective Date and (ii) agrees to the terms of the “Cashless Roll Letter” posted on or around the date hereof to each Existing Tranche B Term Lender and shall be a party to such “Cashless Roll Letter”, and be bound thereby, for all purposes hereof and thereof.

  • Final Settlement The Parties agree and acknowledge that this Compromise Agreement shall constitute a final settlement between the Parties. This Compromise Agreement resolves only issues addressed in the Compromise Agreement.

  • Contractual Settlement Unless the parties agree to the contrary, the Custodian will attend to the settlement of securities transactions in accordance with the Custodian's standard operating procedure, on the basis of either contractual settlement date accounting or actual settlement date accounting. To the extent the Custodian settles certain securities transactions on the basis of contractual settlement date accounting, the Custodian may reverse with back value to the contractual settlement date any entry relating to such contractual settlement if the Custodian reasonably believes that such amount will not be received.

  • Full Settlement; Mitigation The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others, provided that nothing herein shall preclude the Company from separately pursuing recovery from the Executive based on any such claim. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts (including amounts for damages for breach) payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment.

  • The Settlement Following mediation with a neutral party, a Settlement has been reached. As part of the Settlement, a Qualified Settlement Fund of $39,500,000 will be established to resolve the Class Action. The Net Settlement Amount is $39,500,000 minus any Administrative Expenses (including taxes and tax expenses), Court-approved Attorneys’ Fees and Costs, and Class Representative Compensation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!