Coordination of Payments Sample Clauses
The Coordination of Payments clause establishes how and when payments between parties are to be managed and synchronized under an agreement. It typically outlines the procedures for invoicing, the timing of payments, and the responsibilities of each party in ensuring that funds are transferred correctly and on schedule. For example, it may require one party to provide payment instructions or coordinate with third-party payers to avoid delays. The core function of this clause is to prevent misunderstandings or disputes over payment timing and responsibilities, ensuring smooth financial transactions throughout the contractual relationship.
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Coordination of Payments. The indemnification obligation of the Company to an Indemnitee with respect to any indemnifiable amounts shall be reduced by any indemnification payments actually received by such Indemnitee from any member of the Company Group with respect to the same indemnifiable amounts. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Agreement, the parties hereto intend that, to the maximum extent permitted by law, as between (a) the Company Group and (b) the Company, this Agreement shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with any applicable person in the Company Group having primary liability and the Company having only secondary liability. The possibility that an Indemnitee may receive indemnification payments from a person in the Company Group shall not restrict the Company from making payments under this Agreement to an Indemnitee that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve any person in the Company Group from any liability that it would otherwise have to make indemnification payments to such Indemnitee and, if an Indemnitee that has received indemnification payments from the Company actually receives duplicative indemnification payments from a person in the Company Group for the same indemnifiable amounts, such Indemnitee shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Agreement, a person in the Company Group’s obligation to make indemnification payments to an Indemnitee is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Agreement, or if otherwise necessary to effect the intention of the parties hereto in this Agreement, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) such Person in the Company Group for amounts paid by the Company to an Indemnitee that relieved or reduced the obligation of such person in the Company Group to such Indemnitee. As used in this Agreement, “indemnification” payments made or to be made by a person in the Company Group shall be deemed to include (i) advancement of expenses in connection with indemnification obligations, (ii) payments made or to be made by any successor to the indemnification obligations of such person in the Company Group and (iii) e...
Coordination of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
Coordination of Payments. The Fund shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
Coordination of Payments. The total of the Bargaining Unit Member's temporary disability indemnity and the portion of salary due him/her during the absence shall equal his/her fullsalary.
Coordination of Payments. (a) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
(b) The Indemnitee hereby acknowledges that for any claims made against Indemnitee by reason of his or her Corporate Requested Status that the Company is not the indemnitor of first resort (i.e., Indemnitee shall request indemnification and/or advancement of Expenses from such other Entity prior to seeking indemnification and/or advancement of Expenses from the Company). The Company’s obligations to advance Expenses or to provide indemnification for the Expenses or liabilities incurred by Indemnitee by reason of his Corporate Requested Status shall be secondary. No advancement or payment by the Company on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from any other Entity shall affect the foregoing and the Company shall have a right of contribution and/or be subrogated to the full extent of such advancement or payment to all of the rights of recovery of Indemnitee against any such Entity.
Coordination of Payments. The Trust shall not be liable under this Agreement to make any payment of Indemnifiable Amounts if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
Coordination of Payments. The payments required by subparagraphs ------------------------ (d) and (e) of this Paragraph 6 are subject to the provisions of Paragraph 7
Coordination of Payments. [Subject to Section 14(b), t]2[T]he Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that
Coordination of Payments. The Company’s obligation to indemnify and advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise. Notwithstanding any other provision of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, contribution or insurance coverage rights against any person or entity other than the Company.