Settlement Obligations. Notwithstanding anything to the contrary in the IAA, (a) amounts required from you prior to the settlement of Fixed Income Clearing Transactions and (b) debits to your account for settlement obligations in relation to your Fixed Income Clearing Transactions shall be payable or repayable, as the case may be, upon demand by XX Xxxxxx. By: Ceres Managed Futures LLC By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Name and Title: President & Director—Ceres Managed Futures LLC Date: July 12, 2017 (v.2) Form # 0000 JPM Standard Form 01009 FIC Supplement to IAA (2017-02-15)
Settlement Obligations. (a) The Licensee shall ensure timely reconciliation and settlement of its obligations to other Licensees and third parties to safeguard the integrity of the industry.
(b) The Licensor may provide guidance or directives in respect to the resolution of third-party settlements.
Settlement Obligations at any time, means the cash and other funds that are treated and referred to as "settlement obligations" in the relevant quarterly financial statements and/or annual financial statements of Holdco at that time; and
Settlement Obligations. 2.1 Within three (3) business days after the Effective Date, the Parties shall file a joint stipulation and proposed order with the arbitrator in the AAA Arbitration to dismiss all claims and counterclaims in the AAA Arbitration with prejudice, and with each side bearing its own fees and costs.
2.2 Gaiam will not seek to confirm the arbitration award issued by KPMG in the Working Capital Arbitration, or to otherwise demand payment thereunder. The Parties agree to bear their own fees and costs in connection with the Working Capital Arbitration. NY01\SherC\4260976.2
2.3 Within fourteen (14) business days after the Effective Date, Gaiam will pay $2.3 million (Two Million Three Hundred Thousand Dollars) to Cinedigm via wire payment to the following account, as follows: CINEDIGM CORPORATION CONCENTRATION ACCOUNT 000000000 XXXXXX0X CIT Bank, N.A., 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Contact: Xxxx Xxxxxxxx, Assistant Vice President Client Banking Services Tel: 000-000-0000
2.4 The Parties agree that they will conduct a further arbitration (herein, the “Reconciliation Arbitration”). In this regard, Cinedigm alleges that Gaiam has improperly retained cash received after the Acquisition’s closing relating to the EMB and which is owed to Cinedigm, as reflected by the amounts identified in lines A through T of the chart entitled “Accounts Receivable Reconciliation” and submitted by Cinedigm in connection with the September 13, 2015 mediation, and which is attached hereto as Exhibit A. Gaiam, for its part, denies that Cinedigm’s allegations have any merit and further disagrees with (1) the dollar amounts listed on lines A through T of Exhibit A; (2) the descriptions and categorizations that appear on lines A through T of Exhibit A; and (3) Cinedigm’s assertion that lines A through T of Exhibit A constitute the entire universe of transactions relevant to its contentions. The Parties, however, have agreed that the following provisions shall govern the Reconciliation Arbitration:
2.4.1 The arbitrator’s sole task (and sole authority) in the Reconciliation Arbitration shall be to calculate the Cash Remittance Shortfall (if any).
Settlement Obligations. Each of the Parties shall have the following settlement obligations:
(a) Upon execution of this Agreement by all of the Parties, iGo shall deliver $350,000 to the Attorney-Client Trust Account of Wxxxxx X. Xxxxxx, Xx., for and on behalf of Rapparport, XMicro, and their counsel, by wire transfer of immediately available funds (the "Non-Refundable Payment"). Counsel for XMicro and Rapparport shall provide confidential wire routing instructions forthwith to such persons designated by iGo to carry out the transfer.
(b) Upon execution of this Agreement by the all of the Parties: (i) iGo, Rapparport, XMicro and U.S. Stock Transfer Corporation ("Custodian") shall execute and deliver to each other the Depository Agreement, in substantially the form attached hereto as EXHIBIT A (the "Depository Agreement"), (ii) XMicro and Rapparport shall deliver to Custodian under the Depository Agreement certificates representing 3,531,199 shares of common stock, par value $0.001 per share, of iGo (the "Shares"), together with stock powers for each certificate, executed in blank; and (iii) iGo shall deliver $1,500,000 to Custodian, by wire transfer of immediately available funds (collectively, the "Deposited Items"). The Custodian shall hold the Deposited Items in accordance with the terms of the Depository Agreement.
Settlement Obligations. Each party acknowledges and agrees that it is each party’s absolute, unconditional and unassignable obligation, in connection with each securities trade executed through the other party’s ATS, to make and ensure timely delivery of the subject securities and/or funds, in good deliverable form, free and clear of any lien, claim, interest or restriction of any sort, as well as any required remittance of interest, dividend payments. or other distributions. Each Party shall honor this settlement obligation: (i) whether or not such executed trade was made for a principal, or for a third-party account as a broker, agent, trustee or other representative; (ii) whether or not any such third-party account honors its obligations to deliver in a timely manner securities and/or funds, or to remit in a timely manner interest, dividends, or other distributions to either party; (iii) whether or not said trade was executed by an authorized person, or authorized by such party or (iv) whether or not either party wishes to challenge or raise defenses of any nature whatsoever to such transaction. Without limiting the foregoing obligation, in the event that either party does not receive timely delivery of securities and/or funds from a third-party account, or in the event that either party becomes aware that a third party for whom the party is acting or unwilling or unable to settle any transaction, that party shall provide the other party immediate notice thereof, including without limitation, the name and address of the third party. if either party breaches its obligations herein, or otherwise challenges any executed trade made through the System, the other party may, in its sole discretion, promptly disclose to the broker-dealer on the contra side of the transaction, the name of the defaulting or challenging party, as well as such supporting documentation pertaining to the transaction as is available to the party. Either party, in its sole discretion, may also inform its other broker-dealers of such default or challenge, and of the identity of the third party involved in the default. Neither party shall have liability to the other party in connection with such notification.
Settlement Obligations. (a) In consideration for Solutia’s entering into the Settlement Agreement and the performance by Solutia of its obligations hereunder and thereunder, Monsanto hereby agrees to (i) enter into the Settlement Agreement upon court approval thereof and to pay the Monsanto Settlement Amount (as defined on Exhibit A hereto) promptly and in accordance with the terms of the Settlement Agreement; (ii) fully perform all other Monsanto Obligations (as defined on Exhibit A hereto) under the Settlement Agreement; and (iii) in accordance with the terms of the Settlement Agreement, absolutely, fully, finally and irrevocably release, waive and discharge any and all actions, causes of action, judgments, executions, suits, claims, counterclaims, demands, defenses, liabilities, obligations and expenses (including attorneys’ fees and expenses) of any and every character or kind, whether known or unknown, direct or indirect, liquidated or unliquidated, disputed or undisputed, fixed or contingent, matured or unmatured, arising at law or in equity, or heretofore or hereafter arising (collectively, “Claims”), that it ever had, now has, or hereafter can, shall or may have or assert against Solutia and its subsidiaries, affiliates, predecessors, successors and assigns and any of its respective directors, officers, stockholders, members, partners, agents, employees, representatives, attorneys, accountants and financial and other advisors, for or by any reason or any cause, matter, thing, occurrence, event, action, act, or omission to act arising or occurring on or prior to the date of the Settlement Agreement, but in each case only to the extent relating to or arising from the Litigation, whether it arises from the Amended Distribution Agreement (including, without limitation, the indemnification provisions thereof) or otherwise.
(b) In consideration for Solutia’s entering into the Settlement Agreement and the performance by Solutia of its obligations hereunder and thereunder, Pharmacia hereby agrees to (i) enter into the Settlement Agreement upon court approval thereof; and (ii) absolutely, fully, finally and irrevocably release, waive and discharge any and all Claims that it ever had, now has, or hereafter can, shall or may have or assert against Solutia and its subsidiaries, affiliates, predecessors, successors and assigns and any of its respective directors, officers, stockholders, members, partners, agents, employees, representatives, attorneys, accountants and financial and oth...
Settlement Obligations. Delete the word "and" from paragraph (e) of Section 4.1 of the Note Agreement, and amend and restate paragraph (f) as follows: "
Settlement Obligations. Broker-Dealer agrees that it is Broker-Dealer’s absolute, unconditional and unassignable obligation, in connection with: (i) each trade executed through any terminal linked to the Global OTC System used by Broker-Dealer or an Authorized Party or any user identification number allocated or assigned to Broker-Dealer, and (ii) any orders placed with ATS’s help desk by Broker-Dealer’s Personnel or an Authorized Party’s employees, to make and ensure timely delivery of the subject securities and/or other distributions as well as any required remittance of interest, dividend payments and/or other distributions. Broker-Dealer shall honor this settlement obligation whether or not: (a) such executed trade was made as a principal, or for a third party account as a broker, agent, trustee or other representative; (b) any such third party account honors its obligations to deliver in a timely manner securities and/or funds, or to remit in a timely manner interest, dividends, or other distributions to Broker-Dealer; (c) said trade was executed by an employee or an Authorized Party or was authorized by Broker-Dealer; and (d) Broker- Dealer wishes to challenge or raise defenses of any nature whatsoever to such transaction. Without limiting the foregoing obligation, in the event that Broker-Dealer does not receive timely delivery of securities and/or funds from a third party account, or in the event that Broker-Dealer becomes aware that a third party for whom Broker-Dealer is acting becomes unwilling or unable to settle any transaction, Broker- Dealer shall provide ATS immediate notice thereof, including without limitation, the name and address of the third party. In addition, it is expressly understood and agreed that each other party on the contra side of the transaction shall be and hereby is deemed to be a third party beneficiary of Broker-Dealer’s obligations as described herein. If Broker-Dealer breaches its obligations herein, or otherwise challenges any executed trade effected through the Global OTC System, ATS, as applicable, may, in its sole discretion, promptly disclose to the party on the contra side of the transaction, the name of Broker-Dealer, as well as such supporting documentation pertaining to the transaction as is available to ATS. ATS, as applicable, in their sole discretion, may also inform other customers of such default or challenge, and of the identity of the third party involved in the default. ATS shall not have liability to Broker-Dealer in connec...
Settlement Obligations. Within five (5) business days after the filing of the Stipulation of Dismissal, the Fund hereby agrees to deposit into an interest-bearing escrow account (the "Escrow Account") with Citibank, N.A. ("Citibank") the sum of $32,204,404.29, plus interest calculated from November 3, 2003 to the date of such deposit at the prevailing rate of interest payable by Citibank with respect to the Escrow Account (the "Settlement Fund"). Within five (5) business days after the Effective Date (as defined in paragraph 20 below), the Fund hereby agrees to cause the Settlement Fund plus all accrued interest thereon to be paid to Esperion. Esperion shall be responsible for all taxes on any interest accrued in the Escrow Account so long as the Settlement Fund is paid to Esperion pursuant to this Agreement. The obligations set forth in this paragraph together with the Fund's other obligations and those of Sacane, Durus and Durus N. A. hereunder may be referred to as the "Settlement Obligations."
