Assignment of Payment Obligations Sample Clauses

The Assignment of Payment Obligations clause allows one party to transfer its right to receive payments under a contract to a third party. In practice, this means that if Party A is owed money by Party B, Party A can assign its right to receive those payments to another entity, such as a lender or supplier, often with the consent of Party B. This clause is commonly used in financing arrangements or when a party wants to monetize future receivables. Its core function is to provide flexibility in managing financial rights and obligations, facilitating business transactions and risk management.
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Assignment of Payment Obligations. In the event Seller or any of its Affiliates proposes to sell, assign or otherwise transfer to any third party any right to receive any Royalty Payments, Milestone Payments or other payments hereunder (the “Payment Rights”) other than to a successor of the relevant portion of Seller’s business by reason of merger, sale of all or substantially all of Seller’s assets or any similar transaction, Seller shall first offer, or cause its applicable Affiliate to offer, to Buyer the opportunity to make a proposal to acquire such Payment Rights. Such offer shall be made in writing and shall describe the Payment Rights proposed to be sold (the “Offer”). Within fifteen (15) business days following Buyer’s receipt of the Offer, Buyer may elect to submit a proposal to acquire such Payment Rights, which proposal shall be in writing and shall identify the Payment Rights to be acquired and the price to be paid for such Payment Rights as well as other material terms necessary to allow Seller to make an informed decision as to whether to proceed to negotiations with Buyer regarding Buyer’s proposal. Seller shall negotiate with Buyer in good faith toward a definitive agreement in respect of such Payment Rights for a period of sixty (60) days. Failure by Buyer to give written notice of its interest in negotiating for the Payment Rights within fifteen (15) business days after its receipt of the Offer from Seller shall be deemed a waiver by Buyer of its right to submit a proposal with respect to the particular Payment Rights described in the Offer, but not with respect to any other remaining Payment Rights not described in the Offer.
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Assignment of Payment Obligations. Notwithstanding the non-assignment language in the General Terms and Conditions of the Standard Agreement, BD may assign, transfer, grant a security interest in, or sell some or all of BD’s right to receive payments under a Customer Order without Customer’s consent (an “Assignment of Payment Obligations”). Upon an Assignment of Payment Obligations: (i) Customer will not hold any BD assignee liable for any BD obligation under the applicable Customer Order; (ii) the rights of such assignee will not be subject to any claims, counterclaims, defenses or setoffs of any kind whatsoever; (iii) Customer will cooperate with and consent to an Assignment of Payment Obligations by executing and delivering documents and assurances that BD or its assignee reasonably requests;
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Related to Assignment of Payment Obligations

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or her or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

  • Payment of Reimbursement Obligations (a) The Borrower agrees to pay to the Administrative Agent for the account of the Issuing Bank the amount of all Advances for Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under or in connection with any Facility Letter of Credit when due, irrespective of any claim, set-off, defense or other right which the Borrower may have at any time against any Issuing Bank or any other Person, under all circumstances, including without limitation any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (v) the occurrence of any Default or Event of Default. (b) In the event any payment by the Borrower received by the Issuing Bank or the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent or Issuing Bank in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the Administrative Agent, contribute such Lender's Percentage of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Issuing Bank or the Administrative Agent upon the amount required to be repaid by the Issuing Bank or the Administrative Agent.

  • Depositor Payment Obligation The Depositor shall be responsible for payment of the Administrator’s compensation under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred under the Administration Agreement.

  • Repayment Obligation In the event that any State and/or federal funds are deferred and/or disallowed as a result of any audits or expended in violation of the laws applicable to the expenditure of such funds, the Contractor shall be liable to the Agency for the full amount of any claim disallowed and for all related penalties incurred. The requirements of this paragraph shall apply to the Contractor as well as any subcontractors.

  • Payment Obligation of Lenders Each Revolving Credit Lender severally agrees to pay to the Agent on demand in Same Day Funds in Dollars the amount of such Revolving Credit Lender’s Revolving Commitment Percentage (if such Letter of Credit is denominated in Dollars) or Alternative Currency Revolving Commitment Percentage (if such Letter of Credit is denominated in any Alternative Currency) of each drawing paid by the Agent under each Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.2(d); provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Lender shall be required to fund, whether as a Revolving Credit Loan or as a participation, shall not exceed such Revolving Credit Lender’s Revolving Commitment Percentage (if the applicable Letter of Credit is denominated in Dollars) or Alternative Currency Revolving Commitment Percentage (if the applicable Letter of Credit is denominated in any Alternative Currency) of such drawing. If the notice referenced in the second sentence of Section 2.2(e) is received by a Revolving Credit Lender not later than 11:00 a.m. then such Revolving Credit Lender shall make such payment available to the Agent not later than 2:00 p.m. on the date of demand therefor; otherwise, such payment shall be made available to the Agent not later than 1:00 p.m. on the next succeeding Business Day. Each Revolving Credit Lender’s obligation to make such payments to the Agent under this subsection, and the Agent’s right to receive the same, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Credit Lender to make its payment under this subsection, (ii) the financial condition of the Borrower, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 10.1(h), Section (i), or Section (j) or (iv) the termination of the Commitments. Each such payment to the Agent shall be made without any offset, abatement, withholding or deduction whatsoever.