Responsibility for Payments. Servicer shall not be liable to any Lender for the failure of such Lender to receive any payment, notice or other document or communication if such Lender should change its address without notifying Servicer in the manner provided herein. Should Servicer be put on notice by any Lender of conflicting claims as to the right to any proceeds of such Lender’s Fractional Interest, Servicer may retain such proceeds, without liability or interest thereon, until such time as Servicer is satisfied that such conflict is resolved, or, in the alternative, Servicer may interplead the claimants and if Servicer so interpleads or if Servicer is made a party to any other suit between such claimants, the Lenders agree that Servicer may deduct from any amounts owing to such Lender with respect to his or her Fractional Interest all costs, expenses and reasonable attorney’s fees suffered or incurred by Servicer as a result thereof.
Responsibility for Payments. The Contractor will be responsible for issuing payment for services performed by the Contractor’s employees. The Contractor will, at AHCCCS' request, furnish satisfactory evidence that all obligations described under this subsection have been paid, discharged or waived.
Responsibility for Payments. Concessionaire agrees that it shall remain responsible to the City for all payments and other charges pursuant to this Agreement, even if Concessionaire’s bank account is incorrectly debited and/or electronically transferred in any given month. Such fees and other charges shall be immediately payable to the City upon written demand.
Responsibility for Payments. Purchaser shall not consolidate with or merge into any other Person, assign, convey or transfer its properties and assets substantially as an entirety to any Person or assign, convey or transfer substantially all the Purchased Assets or substantially all the assets of the Program as operated by Purchaser following the Closing Date, to any Person, unless: (i) the Person formed by such consolidation or into which Purchaser is merged or the Person that acquires by conveyance or transfer, the properties and assets of Purchaser (the “Surviving Person”) has expressly assumed the obligation to pay all Contingent Earnouts and each previously unpaid Milestone Payment when due and the obligation to perform every other surviving duty and covenant of Purchaser under this Agreement; provided, however, that any such Person that receives rights in respect of one or more geographic regions, but not the entire world, will not be liable for the payment of Contingent Earnouts with respect to Net Sales outside of such geographic region(s) or for Milestone Events occurring outside of such geographic region(s); and (ii) in the event Purchaser conveys, transfers, licenses or leases its properties and assets in accordance with the terms and conditions of this Section 2.6(c), Purchaser shall remain liable for the payment of Contingent Earnouts when due and each previously unpaid Milestone Payment when due and the performance of every duty and covenant of Purchaser under this Agreement. A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Responsibility for Payments. Buyer shall not (i) consolidate with or merge into any other Person or (ii) assign or otherwise irrevocably convey or transfer all or substantially all of the Purchased Assets to any Person, unless (x) the Person formed by such consolidation or into which Buyer is merged or (y) the Person that acquires by assignment or irrevocable conveyance or transfer all or substantially all of the Purchased Assets (in each case, the “Surviving Person”) has expressly assumed the following obligations (the “Agreement Obligations”): to pay all unpaid Contingent Payments if and when such Contingent Payments become due, and to perform every other applicable duty and covenant of Buyer under this Agreement, in each case, in accordance with the terms and conditions of this Agreement. In the event Buyer assigns, conveys or transfers its properties and assets in accordance with the terms and conditions of this Section 2.6(c), Buyer and the Surviving Person shall be jointly and severally liable for the Agreement Obligations. For the purposes of this Section 2.6(c), “substantially all of the Purchased Assets” shall mean at least [*] of the value of the Purchased Assets as reasonably determined by Buyer and shall not include circumstances where the assignment, conveyance or transfer is [*].
Responsibility for Payments. Except, as the Foundation, in accepting an addition to the Fund from any source, shall otherwise agree in writing, the Agency shall be responsible for the proper application of payments to it to such uses as individual donors may specify whether the same be from principal or income.
Responsibility for Payments. Educational Organization shall be fully responsible for any payments due to UChicago Impact under this Agreement. Time is of the essence with respect to all payments made by Educational Organization to UChicago Impact.
Responsibility for Payments. ESG and the City acknowledge and agree that (i) the Grant shall be disbursed solely to the City and that the City is solely responsible for then using the Grant funds to complete the Project in accordance with the Grant Application, this Agreement, the Construction Contract, the Comprehensive Agreement, the Easement Agreement, the Lease, and other Contracts, and (ii) the City and ESG are solely responsible for payments that become lawfully due and owing to any agents, employees, contractors, and consultants in connection with the Project, including, but not limited to, payments under the Construction Contract and other Contracts. The City and ESG shall, jointly and severally, indemnify and hold Triumph harmless from any suits, actions, damages, and costs of every name and description, including attorneys’ fees, arising from or relating to any denial or reduction of any Application for Disbursement submitted by the City to Triumph for disbursement of the Grant under this Agreement.
Responsibility for Payments. (A) Payment for Programs and/or services shall be the sole, individual responsibility of the Authorized User. Oracle shall xxxx each Authorized User in accordance with the then-applicable pricing set forth herein, including credits, if any. Each Authorized User shall make separate application for Programs and/or services and is responsible for payment for those products and/or services, subject to legislative appropriations, as more particularly described in Article 15.
Responsibility for Payments. Continental shall retain liability for payments to Holdings Employees with respect to their awards under the Retention Program. Holdings shall assume and be solely responsible for all Liabilities (including the payment of plan benefits) to or relating to Holdings Employees under the Turbo Program, the Long Term Incentive Program and the Continental Management Bonus Program. All or any portion of the payments owed by Holdings to Holdings Employees under the Turbo Program, the Long Term Incentive Program and the Continental Management Bonus Program shall, at the election of Holdings, be paid by Continental and added to the amount payable by Holdings under the InterCompany Note.
