Settlement Obligation Sample Clauses

Settlement Obligation. In the event that Parent terminates this Agreement pursuant to Section 12.01(b) or the Company terminates this Agreement pursuant to Section 12.01(d), then Parent agrees to enter into a formal written settlement agreement, pursuant to the terms attached hereto in Exhibit D, providing for a complete release of claims among all parties with respect to the Micro-Probe Case, and for filing a dismissal with prejudice of such matter. Notwithstanding anything in Exhibit D to the contrary, such settlement shall not require that any payment be made by the Company, any of its Subsidiaries or Xx. Xxxxxx to Parent (as long as this Agreement has not been terminated pursuant to this Article 12), nor shall it require that any amount be deducted from the consideration payable by Parent to the Company’s equityholders pursuant to the transactions contemplated by this Agreement.
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Settlement Obligation. All Instructions will be given by the Client and executed by Muscat Capital with the understanding that an actual purchase or sale is intended and that it is the Client’s intention and obligation in every case to deliver property or documents of title to cover any and all sales and in the case of purchases to receive and pay for property or documents of title, and that the Client will do so upon Muscat Capital demand. If Muscat Capital makes a short sale of any Investment at the Client’s direction or if the Client fails to deliver to Muscat Capital any Investment or documents of title representing any Investment which Muscat Capital sold pursuant to the Client’s Instruction, Muscat Capital is authorized to borrow or acquire any property or documents of title and the Client agrees to be responsible for the cost or loss that Muscat Capital may incur in so doing. No settlement of the Portfolio Account with the Client may occur without Muscat Capital first receiving all Investments or documents of title for which the Portfolio Account is short and all Investments or documents of title in which the Portfolio Account is long being paid for in full, and the Investments or documents of title then delivered. The Client appoints Muscat Capital to be the authorized agent to complete all such transactions and authorizes Muscat Capital to make advances and expend such monies as may be required. Margin Trading. Subject to the requirements of applicable law, Muscat Capital may, in its discretion, offer margin trading facilities to the Client, in which case a separate written agreement will be executed between Muscat Capital and the client. Prior to offering margin trading facilities to the Client Muscat Capital will carry out an assessment of the Client's financial standing and the Client agrees to provide Muscat Capital with the information required by Muscat Capital to carry out this assessment. Details of the maximum amount of any credit to be extended to the Client together with details of any charges will be notified to the Client in the separate margin trading agreement. Muscat Capital shall have the right to determine, at its discretion, the margin requirements for the Portfolio and/or individual Investments therein. Muscat Capital shall also have the right in accordance with its general policies regarding margin maintenance, to require additional collateral or the liquida- tion of part or all of the Portfolio Account. Muscat Capital will, on a best efforts basis,...
Sample 1
Settlement Obligation. You agree that it is your absolute, unconditional, and unassignable obligation, in connection with each transaction effected on the Cboe Digital Trading Platform for your own account, to ensure the timely delivery to Cboe Clear Digital of the Tradable Product and/or funds as well as any required fees or expenses to satisfy in full the settlement of any transaction entered into by you as a DATP.
Sample 1
Settlement Obligation. On the First Amendment Effective Date, in consideration of Contractor’s release of claims set forth in Section 3.08(b)(ii), United agrees to accrue a payment obligation to Contractor (the “Settlement Obligation”) in an amount equal to the sum of (i) $[***] and (ii) all interest accrued thereon from the First Amendment Effective Date at a rate of [***]% per annum, compounded annually. The Settlement Obligation shall (i) be unsecured, (ii) be evidenced by negotiable instruments in the form attached hereto as Exhibit B provided by United at Contractor’s request, (iii) be absolute and unconditional and not be subject to any offset and (iv) be paid in full on February 28, 2023 (or before such date if United so elects in its sole discretion).
Sample 1
Settlement Obligation. In full consideration of the resolution and release of any and all claims the Parties may now or in the future have against the other Party with respect to the Disputes (the “Claims”), the Parties agree to the following (the “Settlement Terms”): x. Xxxxxx will pay the balance due from INV00152 for US Batch P4081-0013 in the amount of $[*****] by or before January 15, 2023. x. Xxxxxx will pay the outstanding Quarterly Minimum Balance invoice INV00174 dated [*****], 2022, in the amount of $[*****] by or before January 15, 2023. c. Furthermore, the Parties agree that the following batches to be delivered by Catalent will count toward the unpaid minimum commitment of $[*****] for 4Q 2022. The invoice for the $[*****] minimum commitment will be sent to Acorda in accordance with the Agreement (e.g. early January 2023) and Acorda will pay the $[*****] minimum commitment in accordance with the payment terms found in Section 3.2(c) of the Agreement (within [*****] of the receipt of the invoice): Such batches will be delivered to Acorda in accordance with the terms of the Agreement at no additional cost beyond the $[*****] minimum commitment identified in (c) of this Section 4. For clarity, Acorda has no obligation to pay any interest on amounts subject to the Disputes as set forth in Section 3.2(c) of the Agreement. For the avoidance of doubt, to the extent the terms of Section 3.2(b) of the Agreement conflict with the terms herein, the terms herein shall supersede such conflicting terms. Each party accepts and acknowledges that it is responsible for any and all tax payments, if any, associated with the Settlement Terms, and agrees to indemnify and hold harmless the other party and its agents, assigns and insurers from and against all claims, assessments, demands, penalties and/or interest of any nature or description, asserted by any authorized governmental taxing authority as a result of the Settlement Terms. This Settlement Agreement does not release either Party from any other financial obligations it may have under the Agreement, or any other Purchase Orders executed between Catalent and Acorda, including, without limitation, with respect to the manufacture of batches, Acorda’s products, or services performed by Catalent.
Sample 1
Settlement Obligation. All Instructions will be given by the Client and executed by the Company with the understanding that an actual purchase or sale is intended and that it is the Client’s intention and obligation in every case to deliver property or documents of title to cover any and all sales and in the case of purchases to receive and pay for property or documents of title, and that the Client will do so upon the Company’s demand. If the Company makes a short sale of any Investment at the Client’s direction or if the Client fails to deliver to the Company any Investment or documents of title representing any Investment which the Company sold pursuant to the Client’s Instruction, the Company is authorized to borrow or acquire any property or documents of title and the Client agrees to be responsible for the cost or loss that the Company may incur in so doing. No settlement of the Portfolio Account with the Client may occur without the Company first receiving all Investments or documents of title for which the Account is short and all Investments or documents of title in which the Portfolio Account is long being paid for in full, and the Investments or documents of title then delivered. The Client Outsourcing. the Company reserves the right, in the context and circumstances authorized by the applicable legislation and regulations, to delegate to one or more external entities, the task of providing certain important services forming part of the Services under this Agreement.
Sample 1
Settlement Obligation. Fulfillment of Settlement Obligations shall be carried out on the next trading day after the last date for concluding the Contract (hereinafter “the Contract Settlement Date”). The variation margin obligation on the Contract Settlement Date shall be the Settlement Obligation.
Sample 1
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Settlement Obligation. All Instructions will be given by the Client and executed by NOMW with the understanding that an actual purchase or sale is intended and that it is the Client’s intention and obligation in every case to deliver property or documents of title to cover any and all sales and in the case of purchases to receive and pay for property or documents of title, and that the Client will do so upon NOMW’s demand. if the Client fails to deliver to NOMW any Investment or documents of title representing any Investment which NOMW sold pursuant to the Client’s Instruction, NOMW is authorized to borrow or acquire any property or documents of title and the Client agrees to be responsible for the cost or loss that NOMW may incur in so doing. No settlement of the Portfolio Account with the Client may occur without NOMW first receiving all Investments or documents of title for which the Portfolio Account is short and all Investments or documents of title in which the Portfolio Account is long being paid for in full, and the Investments or documents of title then delivered. The Client appoints NOMW to be the authorized agent to complete all such transactions and authorizes NOMW to make advances and expend such monies as may be required.
Sample 1

Related to Settlement Obligation

  • Repayment Obligation In the event that any State and/or federal funds are deferred and/or disallowed as a result of any audits or expended in violation of the laws applicable to the expenditure of such funds, the Contractor shall be liable to the Agency for the full amount of any claim disallowed and for all related penalties incurred. The requirements of this paragraph shall apply to the Contractor as well as any subcontractors.

  • Payment Obligation The RTOs each assume responsibility for ensuring that their respective payment obligations resulting from the M2M coordination process set forth in Schedule D to this Agreement are satisfied without regard for their ability to collect such payments from their respective customers.

  • Depositor Payment Obligation The Depositor shall be responsible for payment of the Administrator’s compensation under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred under the Administration Agreement.

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

  • Joint Obligation If there be more than one Tenant the obligations hereunder imposed upon Tenants shall be joint and several.

  • Independent Obligation The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Borrower and whether or not any other Guarantor or the Borrower is joined in any such action or actions.

  • Unpaid Reimbursement Obligation Any Reimbursement Obligation for which the applicable Borrower does not reimburse the Administrative Agent and the Lenders on the date specified in, and in accordance with, §4.

  • Recipient Obligations 2.1 The Recipient agrees to support the Project in accordance with this Agreement. 2.2 In supporting the Project, the Recipient must: (a) exercise reasonable diligence, care and skill; (b) administer the Funding in accordance with the Agreement to support the Fellow to complete the Project; (c) not replace the Fellow named in the Application with another person; (d) complete the Project Deliverables by the relevant Deliverable due dates. This includes the provision of the required Reports, Financial Acquittal Statements and valid tax invoices; (e) ensure that the Fellow completes the Project Milestones annually; (f) ensure it makes the Recipient Contribution to the Project as per the Application and summarised in Item 11 of Schedule 1; (g) ensure the Partners provide the Partner Contributions to the Project as per the Application and summarised in Item 12 of Schedule 1; (h) ensure that the Project expenditure is managed in accordance with the project expenditure table in the Application; (i) notify the Department within 20 Business Days of any matter that may affect the Fellow or Recipient’s eligibility for funding under the Guidelines, including but not limited to: (i) the Fellow ceasing employment with the Recipient; (ii) the Fellow moving residence to outside of Queensland; (iii) the Fellow travelling outside of Queensland for more than six weeks; (iv) the Fellow taking extended leave or being unable to undertake the Project for an extended period; (v) the Fellow changing the proportion of their time committed to the Project; (vi) the Recipient Contributions or Partner Contributions changing; (vii) the Project Partner organisations changing; and (viii) the Project expenditure changing. (j) ensure that (where relevant): (i) the Project complies with National Health and Medical Research Council Guidelines; (ii) the Project complies with the Code of Ethical Practice for Biotechnology in Queensland; (iii) the Project is cleared by all relevant ethical committees prescribed by the Recipient organisation’s research rules; and (iv) evidence of compliance with this clause is provided, if requested by the Department; (k) not assign, transfer or subcontract its obligations, without prior written consent of the Department; (l) notify the Department of any breach of these terms or any matter that may affect the performance of the Agreement; and (m) comply with all relevant laws.

  • Client Obligations 3.1 The Client warrants and represents that: 3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services; 3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services; 3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading; 3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; 3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; 3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur; 3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and 3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start. 3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

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