Settlement Payments Clause Samples
The Settlement Payments clause defines the procedures and obligations for transferring funds or assets between parties to resolve outstanding balances or claims. Typically, it outlines when and how payments must be made, the acceptable methods of payment, and any conditions or timelines that must be met for settlement to be considered complete. This clause ensures that both parties have a clear understanding of their financial responsibilities, reducing the risk of disputes and facilitating the smooth conclusion of transactions.
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Settlement Payments. In consideration for Norit’s promises contained in this Settlement Agreement, ADA promises to pay (a) $33,000,000 in lump sum damages to counsel for Norit within two (2) business days after execution of this Settlement Agreement; and (b) $7,500,000 in deferred, fixed royalty payments on sales made by ADA over the next three years, which shall be paid in accordance with the Forbearance Agreement entered into in connection herewith and attached as Exhibit B hereto (The $40,500,000 in payments shall be collectively be referred to as the “Settlement Payments”; the $33,000,000 payment shall be referred to as the “Initial Settlement Payment”). Counsel for Norit shall promptly (and in any event no more than two business days thereafter) notify counsel for ADA upon receipt of the Initial Settlement Payment. Counsel for Norit shall hold in escrow and shall not disburse any or all of the Initial Settlement Payment, except to return the payment to ADA under Paragraph 9 of this Settlement Agreement, unless and until the Texas Action and the Netherlands Actions have been dismissed with prejudice and without costs as set forth herein.
(a) The obligation to pay the Settlement Payments is ADA’s alone, and it is not the obligation of any other person. Promptly after the execution of this Settlement Agreement and receipt of the Final Damages Award from the panel, Norit shall commence an action in Colorado state court petitioning the court to confirm the $7,500,000 Final Damage Award, which petition ADA will not contest. Prior to commencing that action, (1) ADA will execute a consent judgment in a form substantially similar to the form attached hereto as Exhibit C, and (2) Norit will execute a forbearance agreement in a form substantially similar to the form attached hereto as Exhibit B, which will forbear any collection activities for as long as ADA pays the Final Damage Award in accordance with the terms outlined in the forbearance agreement. Upon ADA’s payment of the Final Damage Award in compliance with the Forbearance Agreement, Norit will promptly provide ADA with a satisfaction of the Colorado court judgment.
(b) As a further consideration of this Settlement Agreement, Norit consents to ADA’s transfer or relinquishment of its interest in the AC Joint Venture Entities to ECP and/or one or more of the AC Joint Venture Entities, as a result of which ECP shall become the sole owner of the AC Joint Venture Entities and acknowledges that the temporary restrictions on transf...
Settlement Payments. On the first Business Day of each month ("Interest Settlement Date"), Agent will advise each Lender by telephone, fax or telecopy of the amount of such Lender's share of interest and fees on each of the Loans as of the end of the last day of the immediately preceding month. Provided that such Lender has made all payments required to be made by it under this Agreement, Agent will pay to such Lender, by wire transfer to such Lender's account (as specified by such Lender on the signature page of this Agreement or the applicable Assignment and Acceptance Agreement, as amended by such Lender from time to time after the date hereof or in the applicable Assignment and Acceptance Agreement) not later than 3:00 p.m. New York time on the next Business Day following the Interest Settlement Date, such Lender's share of interest and fees on each of the Loans. Such Lender's share of interest on each Loan will be calculated for that Loan by adding together the Daily Interest Amounts for each calendar day of the prior month for that Loan and multiplying the total thereof by the Interest Ratio for that Loan. Such Lender's share of the unused line fee described in Section 2.3(A) shall be an amount equal to (a)(i) such Lender's average Revolving Loan Commitment during such month, less (ii) the sum of (x) such Lender's average Daily Loan Balance of the Revolving Loans, plus (y) such Lender's Pro Rata Share of the average daily aggregate amount of Letter of Credit Reserve, in each case for the preceding month, multiplied by (b) the percentage required by Section 2.3(A). Such Lender's share of all other fees paid to Agent for the benefit of Lenders hereunder shall be paid and calculated based on such Lender's Commitment with respect to the Loans on which such fees are associated. To the extent Agent does not receive the total amount of any fee owing by Borrowers under this Agreement, each amount payable by Agent to a Lender under this subsection 9.8(A)(4) with respect to such fee EXHIBIT 10.1 shall be reduced on a pro rata basis. Any funds disbursed or received by Agent pursuant to this Agreement, including, without limitation, under Sections 9.7, 9.8(A)(1), and 9.9, prior to the Settlement Date for such disbursement or payment shall be deemed advances or remittances by GMAC CF, in its capacity as a Lender, for purposes of calculating interest and fees pursuant to this subsection 9.8(A)(4).
Settlement Payments. Each Class Member may qualify and submit a claim for one of the following cash Settlement Payments:
Settlement Payments. At any time during the Term, any Party may make payment of the amounts that are allocable to such Party as a result of (i) the cost allocation in accordance with Section 5.1 hereof and (ii) the revenue allocation in accordance with Article VI hereof, regardless of whether an invoice pursuant to Section 7.3 hereof has been issued with respect to such amounts.
Settlement Payments. Subject to Section 3.8(c) of this Schedule “B”, all losses, costs, expenses, claims or damages, including legal fees and disbursements, net of any insurance proceeds, incurred and paid by the Operator in settlement of any loss, cost, expense, claim, damage, judgement or similar matter (including a payment made, or an action taken, by the Operator as a result of an action of a governmental agency) shall constitute an Expenditure made by the Operator under the applicable Program. In addition, the non-Operator, in proportion to its Joint Venture Interest calculated on the date that the initial liability was incurred which gives rise to this indemnification obligation, shall indemnify and hold harmless the Operator for any loss, cost, expense, claim or damage, including legal fees and disbursements, suffered or incurred by the Operator in respect of a third party claim (including an action of a governmental agency which results in a payment made, or an action taken, by the Operator), except to the extent that such claim arose from the gross negligence or wilful misconduct of the Operator.
Settlement Payments. 3.1 In satisfaction of all claims for civil penalties and attorneys’ fees and costs related to the Notices, Company shall pay a total settlement amount of $95,500 (the “Settlement Amount”) within 10 days of the Effective Date by wire transfer to HLF’s counsel escrow account, for which HLF’s counsel will give Company the necessary account information no later than two days after the Effective Date. HLF shall be solely responsible for allocating the Settlement Amount pursuant to Section 3. Upon request, HLF or its legal counsel shall supply the Company with a completed W-9 form. The Settlement Amount shall be allocated as follows:
Settlement Payments. A. Each Participating Class Member will receive a pro-rata portion of the Net Settlement Amount. The “Net Settlement Amount” is the Settlement Amount (plus any accrued interest thereon) reduced by any sums awarded by the Court for attorneys’ fees, litigation expenses, service payments, and all expenses of settlement administration (including expenses previously incurred and the Settlement Administrator’s good faith estimate of future expenses to be incurred). The pro-rata share of each Participating Class Member shall be computed by dividing the Net Settlement Amount by the number of Participating Class Members. There will be no cap on the settlement payment that a Class Member may receive.
B. As soon as practicable after the Effective Date, the Settlement Administrator will mail to each Participating Class Member a check representing that person’s settlement payment. The Settlement Administrator will indicate on the check stub that the Participating Class Member should consult his or her tax advisor regarding the tax consequences of the settlement payment. In the event any check is returned to the Settlement Administrator as undeliverable, the Settlement Administrator will attempt to contact the Participating Class Member by telephone or perform a skip trace to attempt to locate a current address and re-mail the check. Any check that is not cashed within one hundred and twenty (120) days of its mailing by the Settlement Administrator will be void. Any portion of the Settlement Amount, including any accrued interest, that remains unpaid at the end of one hundred and forty-five (145) days will be paid to a cy pres recipient mutually proposed by the Parties and approved by the Court, unless the Court orders otherwise.
Settlement Payments. Subject to the terms and conditions contained in this Restated Agreement, APS will make settlement payments as specified below (“Settlement Payments”):
Settlement Payments. Borrower fails to make any payment of any settlement amounts, costs, fees and expenses incurred in connection with the dismissal or settling of any appeals of the Order (including, without limitation, the Hargreaves Appeal).
Settlement Payments. On the Settlement Date, the following amounts shall be paid, by wire transfer
(a) of immediately available funds to an account designated in writing by the recipient thereof to the other party prior to the Settlement Date, as follows:
(i) if the Purchase Price exceeds the Initial Payment, Purchaser shall pay, or cause any Purchaser Affiliate to pay, to Seller or any Assigning Subsidiary, as applicable, an aggregate amount equal to the sum of (A) the Settlement Payment, and (B) the Settlement Interest; or
(ii) if the Initial Payment exceeds the Purchase Price, Seller shall pay, or cause the Assigning Subsidiaries to pay, to Purchaser or Purchaser Affiliate, as applicable, an aggregate amount equal to the sum of (A) (i) the excess amount of the Initial Payment over the Purchase Price (the "Excess Amount") plus (ii) interest on the Excess Amount calculated at the Settlement Rate, as in effect on the Settlement Date, for the period from the Closing Date to, but not including, the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be) plus (B) (i) the amount equal to the product of (X) the Excess Amount divided by the Initial Payment and (Y) the Cut-Off Date Initial Payment Interest plus (ii) interest on the amount calculated in clause (B)(i) at the Settlement Rate, as in effect on the Settlement Date, for the period from the Closing Date to, but not including, the Settlement Date (calculated on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be).
(b) Notwithstanding anything to the contrary in this Section 2.4 or elsewhere in this Agreement, with respect to Assigning Subsidiaries that, in the ordinary course of business, maintain balance sheets denominated in other than U.S. dollars, all payments to be made by Purchaser or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.4 (to the extent related to a Purchased Financing Contract) shall, in the sole discretion of such Assigning Subsidiary, be converted for the purposes of making such payment into the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in...