Release Disputes Sample Clauses

Release Disputes. If EVERTEC does not agree that a Release Event has occurred, it may dispute the basis for the release through the Arbitration Procedures, but in no event shall any such dispute prevent or delay the release of any Deposit Materials. If it is finally determined in such arbitration (after any permitted appeals) that a Release Event did not in fact occur (an “Improper Release”), then (i) EVERTEC will resume providing the relevant services (if and to the extent EVERTEC had ceased providing such services in accordance with the MSA) and Popular will deliver such Deposit Materials to Iron Mountain for redeposit into the applicable Deposit Account(s) and destroy any copies thereof still in its possession; (ii) any Elected License with respect to such Deposit Materials would terminate; and (iii) Popular shall pay to EVERTEC an amount equal to the greater of (A) the fees paid or payable by Popular to EVERTEC during the preceding twelve (12) months with respect to the service(s) for which the Deposit Materials were specified by Popular for release from escrow pursuant to an Improper Release; and (B) Five Million Dollars (US $5,000,000). Such payment will be considered liquidated damages for any damages that EVERTEC may have then incurred as a result of the release (other than future damages that EVERTEC may incur as a result of any unauthorized use or disclosure of the Deposit Materials).
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Release Disputes. (a) In accordance with Sections 4(g) and 25(c) of the Employment Agreement, the provision of payment or benefit set forth in Section 2 are conditioned on Employee’s execution and non-revocation of a waiver and release of claims in the form attached hereto as Exhibit A (the “Release”), and the Release must be executed, and all revocation periods must have expired, within sixty (60) days after the Separation Date. No severance payments or benefits described in Section 2 shall be paid or provided prior to the Effective Date (as defined below) and, to the extent that, as of the sixtieth (60th) day following the Separation Date, Employee has (i) not executed the Release, (ii) revoked the Release, or (iii) the revocation period for the Release has not expired, no severance payment or benefit will be paid or provided to Employee pursuant to this Agreement. Any payments or benefits that would have been paid prior to the Effective Date but for this Section 7(a) shall be paid or provided by the Company prior to the sixtieth (60th) day following the Separation Date. (b) As of the date hereof, Employee represents and warrants that there are no pending or, to his knowledge, threatened claims, disputes, charges, litigation or similar actions initiated by, or otherwise related to his employment or otherwise relating to Employee and any employees or other service providers, suppliers or vendors of the Company or any of its affiliates.
Sample 1
Release Disputes. (a) Notwithstanding anything to the contrary in Section 2 or the Employment Agreement, (a) no severance payments or benefits described in Section 2 shall be paid or provided prior to the sixtieth day after the Termination Date, (b) in order to receive such payments and benefits, you must executed a waiver and release in the form attached hereto as Exhibit A (the “Release”), and all revocation periods must have expired, within sixty (60) days after the Termination Date and (c) to the extent that, as of the sixtieth (60th) day following the Termination Date, you have (i) not executed the Release, (ii) revoked the Release or (iii) the revocation period for the Release has not expired, no severance payment or benefit will be paid or provided to you pursuant to this Agreement. Any payments or benefits that would have been paid prior to the sixtieth day after the Termination Date but for this Section 5(a) shall be paid in lump sum on the Company’s first payroll date on or after the sixtieth (60th) day following the Termination Date. (b) As of the date hereof, you represent and warrant that there are no pending or, to your knowledge, threatened claims, disputes, charges, litigation or similar actions initiated by, or otherwise related to your employment or otherwise relating to you and any employees or other service providers, suppliers or vendors of the Company or any of its affiliates.
Sample 1
Release Disputes. Seller and Purchaser hereby jointly and severally release and discharge Escrow Agent from all liability with respect to its good faith performance under the Agreement (except for gross negligence or intentional wrongdoing), including, but not limited to, any delay in the electronic wire transfer of funds. In the event of a dispute regarding the Deposit, Escrow Agent may, without liability, interplead the Deposit into a court of competent jurisdiction in the county in which the Deposit has been deposited. Purchaser and Seller agree to jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, expenses, damages, judgments, reasonable attorney’s fees, obligations, and liabilities of any kind or nature which, in good faith, Escrow Agent may incur or sustain in connection with the Agreement. As between Purchaser and Seller, said costs and expenses shall be assessed against the party that is unsuccessful in the dispute. Escrow Agent agrees that it will not pay or attempt to pay or otherwise satisfy any claims it may have, whether arising under the Agreement or otherwise, from the Deposit. PFS:009462.0002.2820427.11
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Related to Release Disputes

  • Agreement to Arbitrate Disputes Either you or we may elect, without the other’s consent, to require that any dispute between us concerning your membership, your deposit accounts (“Accounts”) and the services related to your membership and Accounts, including but not limited to all disputes that you may raise against us, must be resolved by binding arbitration, except for those disputes specifically excluded below.

  • Domain Name Disputes You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified by the Registry or any court of law. You agree that in the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions specified by the Registry or any court of law.

  • Invoice Disputes If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so.

  • Patent Disputes Notwithstanding anything in this Agreement to the contrary, any and all issues regarding the scope, construction, validity, and enforceability of any patent in a country within the Territory shall be determined in a court or other tribunal, as the case may be, of competent jurisdiction under the applicable patent laws of such country.

  • Mediation of Disputes The parties shall endeavor in good faith to settle within 90 days any controversy or claim arising out of or relating to this Agreement or the breach thereof through mediation with JAMS, Endispute or similar organizations. If the controversy or claim is not resolved within 90 days, the parties shall be free to pursue other legal remedies in law or equity.

  • Arbitration of All Disputes Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Chicago, Illinois, in accordance with the laws of the State of Illinois, by three arbitrators appointed by the parties. If the parties cannot agree on the appointment of the arbitrators, one shall be appointed by the Company and one by the Executive and the third shall be appointed by the first two arbitrators. If the first two arbitrators cannot agree on the appointment of a third arbitrator, then the third arbitrator shall be appointed by the Chief Judge of the United States Court of Appeals for the Seventh Circuit. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except with respect to the selection of arbitrators which shall be as provided in this paragraph 12. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with enforcement of his rights under this Agreement, the Company shall pay (or the Executive shall be entitled to recover from the Company, as the case may be) his reasonable attorneys' fees and costs and expenses in connection with enforcement of his rights (including the enforcement of any arbitration award in court). Payments shall be made to the Executive at the time such fees, costs and expenses are incurred. If, however, the arbitrators shall determine that, under the circumstances, payment by the Company of all or a part of any such fees and costs and expenses would be unjust, the Executive shall repay such amounts to the Company in accordance with the order of the arbitrators. Any award of the arbitrators shall include interest at a rate or rates considered just under the circumstances by the arbitrators.

  • Litigation; Disputes No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement.

  • Other Disputes Any other dispute (a “Dispute Item”) shall be resolved in accordance with the following provisions of this Article 7.

  • Labour Disputes 15.01 If employees are prevented from performing their duties because of a strike or lock-out on the premises of another employer, the employees shall report the matter to the Employer, and the Employer will make reasonable efforts to ensure that such employees are employed elsewhere, so that they shall receive their regular pay and benefits to which they would normally be entitled.

  • Arbitration of Disputes Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Boston, Massachusetts in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 8 shall be specifically enforceable. Notwithstanding the foregoing, this Section 8 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 8.

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