Payment and Assignment of Claims Sample Clauses

Payment and Assignment of Claims. Upon final determination by the Parties or by a court of competent jurisdiction that an Indemnitee is entitled to indemnification under this Article 10, the indemnifying Party shall promptly pay or reimburse, as appropriate, the Indemnitee for any Damages to which it is entitled to be indemnified hereunder. Neither Party nor its Affiliates shall permit any exercise of any right of set-off against the other Party or its Affiliates until such final determination is made.
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Payment and Assignment of Claims. (a) Upon final determination by the Parties or by a court of competent jurisdiction or by any alternate dispute resolution procedure agreed upon by the Parties, that a Party is entitled to indemnification under this Article, the indemnifying party shall promptly pay or reimburse, as appropriate, the indemnified party for any Damages to which the indemnified party is entitled to be indemnified under this Article 13. Any Damages to which Buyer is entitled to be indemnified under this Article 13 shall be satisfied first by setting off against any remaining Deferred Payment Amount and then by payment of any remaining Damages from Seller to Buyer. (b) In the event that any of the Damages for which an indemnifying party is responsible or allegedly responsible pursuant to Section 13.3 are recoverable or potentially recoverable against any third party at the time when payment is due hereunder, then the indemnified party shall assign any and all rights that it may have to recover such Damages to the indemnifying party.
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Payment and Assignment of Claims. (a) Upon final determination by the Parties, or by the arbitration panel pursuant to Section 13.2, that a Party is entitled to indemnification under this Article XII, the Indemnifying Party will promptly pay or reimburse, as appropriate, the Indemnified Party for any Damages to which it is entitled to be indemnified hereunder. Neither Party will permit or exercise any right of set-off against the other Party until such final determination is made. (b) If any of the Damages for which an Indemnifying Party is responsible or allegedly responsible under this Article XII are recoverable or potentially recoverable against any third party at the time when payment is due hereunder, the Indemnified Party will assign any
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Payment and Assignment of Claims. 50 11.10.1 PAYMENT . . . . . . . . . . . . . . . . . . 50
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Payment and Assignment of Claims. (a) Upon final determination by the Parties or by a court of competent jurisdiction or arbitrator that a Party is entitled to indemnification under this Article 8, the Indemnifying Party will promptly pay or reimburse, as appropriate, the Indemnified Party for any Damages to which it is entitled to be indemnified hereunder. Neither Party will permit any exercise of any right of set-off against the other Party until such final determination is made. (b) If any of the Damages for which an Indemnifying Party is responsible or allegedly responsible under this Article 8 are potentially recoverable against any third party at
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Payment and Assignment of Claims. Upon agreement by the parties hereto or final determination by a court of competent jurisdiction that a party is entitled to indemnification under this Article VII, the Indemnifying Party will promptly pay or reimburse, as appropriate, the Indemnified Party for any Losses to which it is entitled to be indemnified hereunder.
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Payment and Assignment of Claims 
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Related to Payment and Assignment of Claims

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser. (b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.

  • Benefit and Assignment This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No party hereto may voluntarily or involuntarily assign such party's interest under this Agreement without the prior written consent of the other parties.

  • Amendment and Assignment This Agreement may be amended only in writing and signed by both parties. This Agreement may not be assigned to another party.

  • SUBCONTRACT AND ASSIGNMENT This Agreement binds the heirs, successors, assigns and representatives of the Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Agreement and shall not assign this Agreement or monies due or to become due, without the prior written consent of the General Manager of the Agency or his designee, subject to any required state or federal approval. (Note: list any subcontractors here)

  • Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

  • Variation and Assignment No variation of this agreement shall be valid or effective unless it is in writing. We may amend this TOBA by sending you either a notice of amendment in writing or a revised TOBA. We are entitled to assign this TOBA to any other Affiliate for so long as such company remains an Affiliate.

  • SUBLEASING AND ASSIGNMENT The Sublessee may not lease, sublease, or assign the Premises without the prior written consent of the Sublessor.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

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