Retained Rights and Payments Clause Samples

Retained Rights and Payments. All Retained Rights and Payments shall remain the property of Seller and nothing herein shall be deemed to limit or impair, in any respect, Seller's right and entitlement to independently retain and/or collect any Retained Rights and Payments by such means as it deems necessary or appropriate, including commencement, defense of and/or prosecution of any legal proceedings relating to the same. In no event shall Seller be obligated to pursue or collect any Retained Rights and Payments, no obligation to account for same being implied hereby. Any Retained Rights and Payments collected or otherwise received by Seller may be applied and/or used by Seller in such order of priority and for such purposes as Seller deems appropriate, in its sole discretion. Purchaser shall provide such cooperation and assistance (which shall not include the payment of money or the obligation to incur any out-of-pocket expenses) as may be reasonably requested by Seller in the retention and/or collection of the Retained Rights and Payments.
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Retained Rights and Payments. Seller shall be entitled to receive and retain exclusively for its sole benefit (collectively, the "Retained Rights and Payments"): (a) all payments actually paid to Seller under or pursuant to the Loan Documents, Claims, Rights and Benefits, the Plan, the Bankruptcy Proceeding, and/or any and all orders, consents, judgments and decrees in the Bankruptcy Proceeding (including the Cash Collateral Order and Confirmation Order) or otherwise prior to Closing, including, without limitation, all Rents, Net Cash Collateral, Pre-Petition Rents, Distributions (as defined in the Plan) under the Plan, principal, interest (including interest at the default rate), late charges, advances, escrows and deposits (including taxes and insurance premiums), fees, costs, expenses, and other amounts, of whatever nature, regardless of whether the application of such payments is consented to by the Debtor Parties and/or otherwise permitted under the Plan, any and all orders, consents, judgments and decrees in the Bankruptcy Proceeding (including the Cash Collateral Order and Confirmation Order), the Bankruptcy Code or otherwise; and (b) the Recourse Claims and Avoidance Actions (as such terms are defined in the Plan) and all rights, title and interests therein and benefits thereof, at law and/or in equity, and all proceeds of the foregoing. Notwithstanding the foregoing, Purchaser shall be entitled, solely as an affirmative defense, to assert the Retained Rights and Payments in any action brought against Purchaser relating to matters arising prior to Closing, but Purchaser shall not be entitled to, and agrees that it shall not, waive, discharge, modify, recover, receive or retain any Retained Rights and Payments or pursue, or cooperate with, consent to or assist any other Person in pursuing, any of the Retained Rights and Payments against Seller, directly or indirectly, and Purchaser shall indemnify and hold Seller harmless from and against any and all Obligations and Liabilities arising out of Purchaser's assertion of the Retained Rights and Payments in any action brought against Purchaser. Seller and Purchaser hereby acknowledge that Seller has received payments which have been applied by Seller (no representation by Seller that the Debtor Parties concur with such application or that such application is otherwise permitted under the Bankruptcy Code being made or implied hereby) to pay principal, interest, fees, charges and other amounts owed under the Loan Documents and/or on ac...
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Related to Retained Rights and Payments

  • ▇▇▇▇▇▇▇▇ and Payments ▇▇▇▇▇▇▇▇ and payments shall be sent to the addresses set out in Appendix F hereto.

  • Rates and Payments Room and board fees are approved by the Board of Trustees during the spring semester for the following academic year; however, the University reserves the right to make adjustments as deemed necessary and appropriate in the sole discretion of the Vice President for Student Affairs or designee, at any time during the term of this agreement in accordance with Section 11.

  • Fees and Payments Registry Operator shall pay the Registry-Level Fees to ICANN on a quarterly basis in accordance with Section 7.2 hereof.

  • Rights and Payments Upon Termination The Executive’s right to compensation and benefits for periods after the date on which his employment with the Company terminates for whatever reason (the “Termination Date”), shall be determined in accordance with this Section 6 as follows:

  • Costs and Payments During the period that Sprint PCS is curing a breach or operating the Service Area Network under this Section 11.6.3, Sprint PCS and Manager will continue to make any and all payments due to the other party and to third parties under this agreement, the Services Agreement and any other agreements to which such party is bound, except that Sprint PCS may deduct from its payments to Manager all reasonable costs and expenses incurred by Sprint PCS in connection with the exercise of its right under this Section 11.6.3. Sprint PCS' operation of the Service Area Network pursuant to this Section 11.6.3 is not a substitution for Manager's performance of its obligations under this agreement and does not relieve Manager of its other obligations under this agreement.