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).
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 Employees and any employees or other service providers, suppliers or vendors of the Company or any of its affiliates.
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.
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