Settlement Obligations Sample Clauses

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 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CIT Bank, N.A., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Contact: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant Vice President Client Banking Services Tel: ▇▇▇-▇▇▇-▇▇▇▇ 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. In consideration of the promises, representations, warranties, covenants, releases, and agreements set forth herein, and for other good and valuable consideration, the Parties agree as follows:

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 ECN, 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. 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 Walter G. Koontz, Jr., for and on behalf of Rapparport, XMicro, and ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇e 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. (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. The Depository Institution agrees that: (a) it is solely responsible for the execution of the settlement instructions provided to it by the Settlement Agent or the Custodial Agent and for any payments required of the Depository Institution in connection with such instructions; and (b) Promontory Network has no obligations with respect to a Custodial Agent’s execution of settlement instructions provided to the Custodial Agent by the Settlement Agent, including payments, if any, required of the Custodial Agent in connection with such instructions.

Settlement Obligations. We will settle Discover Network Card transactions in substantially the same manner that we settle Card transactions for other Card types. All settlements for Discover Network Card transactions will be net of Credits / refunds, adjustments, applicable discount fees when due, Chargebacks and any other amounts then due from you. I Capitalized terms used in these Operating Regulations but not defined herein have the meanings given to them in the Discover Network Program Agreement. **NOTE: You must refer to both the Operating Procedures contained in the MAA and this document whenever you are determining relevant Discover Network policies or procedures.** • The methods, procedures and requirements described in these Operating Regulations will apply to all aspects of your acceptance of, and our services relating to, Discover Network Cards. • If, and to the extent, these Operating Regulations do not directly conflict with the language contained in the MAA, both the MAA and the Operating Regulations will apply to your acceptance of, and our services relating to, Discover Network Cards.