Settlement Obligations Sample Clauses

Settlement Obligations. (a) The Licensee shall ensure timely reconciliation and settlement of its obligations to other Licensees and third parties to safeguard the integrity of the industry. (b) The Licensor may provide guidance or directives in respect to the resolution of third-party settlements.

Settlement Obligations at any time, means the cash and other funds that are treated and referred to as "settlement obligations" in the relevant quarterly financial statements and/or annual financial statements of Holdco at that time; and

Settlement Obligations. 2.1 Within three (3) business days after the Effective Date, the Parties shall file a joint stipulation and proposed order with the arbitrator in the AAA Arbitration to dismiss all claims and counterclaims in the AAA Arbitration with prejudice, and with each side bearing its own fees and costs. 2.2 Gaiam will not seek to confirm the arbitration award issued by KPMG in the Working Capital Arbitration, or to otherwise demand payment thereunder. The Parties agree to bear their own fees and costs in connection with the Working Capital Arbitration. NY01\SherC\4260976.2 2.3 Within fourteen (14) business days after the Effective Date, Gaiam will pay $2.3 million (Two Million Three Hundred Thousand Dollars) to Cinedigm via wire payment to the following account, as follows: CINEDIGM CORPORATION CONCENTRATION ACCOUNT ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CIT Bank, N.A., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Contact: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant Vice President Client Banking Services Tel: ▇▇▇-▇▇▇-▇▇▇▇ 2.4 The Parties agree that they will conduct a further arbitration (herein, the “Reconciliation Arbitration”). In this regard, Cinedigm alleges that Gaiam has improperly retained cash received after the Acquisition’s closing relating to the EMB and which is owed to Cinedigm, as reflected by the amounts identified in lines A through T of the chart entitled “Accounts Receivable Reconciliation” and submitted by Cinedigm in connection with the September 13, 2015 mediation, and which is attached hereto as Exhibit A. Gaiam, for its part, denies that Cinedigm’s allegations have any merit and further disagrees with (1) the dollar amounts listed on lines A through T of Exhibit A; (2) the descriptions and categorizations that appear on lines A through T of Exhibit A; and (3) Cinedigm’s assertion that lines A through T of Exhibit A constitute the entire universe of transactions relevant to its contentions. The Parties, however, have agreed that the following provisions shall govern the Reconciliation Arbitration: 2.4.1 The arbitrator’s sole task (and sole authority) in the Reconciliation Arbitration shall be to calculate the Cash Remittance Shortfall (if any).

Settlement Obligations. Each of the Parties shall have the following settlement obligations: (a) Upon execution of this Agreement by all of the Parties, iGo shall deliver $350,000 to the Attorney-Client Trust Account of W▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., for and on behalf of Rapparport, XMicro, and their counsel, by wire transfer of immediately available funds (the "Non-Refundable Payment"). Counsel for XMicro and Rapparport shall provide confidential wire routing instructions forthwith to such persons designated by iGo to carry out the transfer. (b) Upon execution of this Agreement by the all of the Parties: (i) iGo, Rapparport, XMicro and U.S. Stock Transfer Corporation ("Custodian") shall execute and deliver to each other the Depository Agreement, in substantially the form attached hereto as EXHIBIT A (the "Depository Agreement"), (ii) XMicro and Rapparport shall deliver to Custodian under the Depository Agreement certificates representing 3,531,199 shares of common stock, par value $0.001 per share, of iGo (the "Shares"), together with stock powers for each certificate, executed in blank; and (iii) iGo shall deliver $1,500,000 to Custodian, by wire transfer of immediately available funds (collectively, the "Deposited Items"). The Custodian shall hold the Deposited Items in accordance with the terms of the Depository Agreement.

Settlement Obligations. (a) In consideration for Solutia’s entering into the Settlement Agreement and the performance by Solutia of its obligations hereunder and thereunder, Monsanto hereby agrees to (i) enter into the Settlement Agreement upon court approval thereof and to pay the Monsanto Settlement Amount (as defined on Exhibit A hereto) promptly and in accordance with the terms of the Settlement Agreement; (ii) fully perform all other Monsanto Obligations (as defined on Exhibit A hereto) under the Settlement Agreement; and (iii) in accordance with the terms of the Settlement Agreement, absolutely, fully, finally and irrevocably release, waive and discharge any and all actions, causes of action, judgments, executions, suits, claims, counterclaims, demands, defenses, liabilities, obligations and expenses (including attorneys’ fees and expenses) of any and every character or kind, whether known or unknown, direct or indirect, liquidated or unliquidated, disputed or undisputed, fixed or contingent, matured or unmatured, arising at law or in equity, or heretofore or hereafter arising (collectively, “Claims”), that it ever had, now has, or hereafter can, shall or may have or assert against Solutia and its subsidiaries, affiliates, predecessors, successors and assigns and any of its respective directors, officers, stockholders, members, partners, agents, employees, representatives, attorneys, accountants and financial and other advisors, for or by any reason or any cause, matter, thing, occurrence, event, action, act, or omission to act arising or occurring on or prior to the date of the Settlement Agreement, but in each case only to the extent relating to or arising from the Litigation, whether it arises from the Amended Distribution Agreement (including, without limitation, the indemnification provisions thereof) or otherwise. (b) In consideration for Solutia’s entering into the Settlement Agreement and the performance by Solutia of its obligations hereunder and thereunder, Pharmacia hereby agrees to (i) enter into the Settlement Agreement upon court approval thereof; and (ii) absolutely, fully, finally and irrevocably release, waive and discharge any and all Claims that it ever had, now has, or hereafter can, shall or may have or assert against Solutia and its subsidiaries, affiliates, predecessors, successors and assigns and any of its respective directors, officers, stockholders, members, partners, agents, employees, representatives, attorneys, accountants and financial and oth...

Settlement Obligations. Each party acknowledges and agrees that it is each party’s absolute, unconditional and unassignable obligation, in connection with each securities trade executed through the other party’s ECN, to make and ensure timely delivery of the subject securities and/or funds, in good deliverable form, free and clear of any lien, claim, interest or restriction of any sort, as well as any required remittance of interest, dividend payments, or other distributions. Each party shall honor this settlement obligation: (i) whether or not such executed trade was made for a principal, or for a third-party account as a broker, agent, trustee or other representative; (ii) whether or not any such third-party account honors its obligations to deliver in a timely manner securities and/or funds, or to remit in a timely manner interest, dividends, or other distributions to either party; (iii) whether or not said trade was executed by an authorized person, or authorized by such party or (iv) whether or not either party wishes to challenge or raise defenses of any nature whatsoever to such transaction. Without limiting the foregoing obligation, in the event that either party does not receive timely delivery of securities and/or funds from a third-party account, or in the event that either party becomes aware that a third party for whom the party is acting or unwilling or unable to settle any transaction, that party shall provide the other party immediate notice thereof, including without limitation, the name and address of the third party. If either party breaches its obligations herein, or otherwise challenges any executed trade made through the System, the other party may, in its sole discretion, promptly disclose to the broker-dealer on the contra side of the transaction, the name of the defaulting or challenging party, as well as such supporting documentation pertaining to the transaction as is available to the party. Either party, in its sole discretion, may also inform its other broker-dealers of such default or challenge, and of the identity of the third party involved in the default. Neither party shall have liability to the other party in connection with such notification.

Settlement Obligations. (a) On or before January 15, 2012, Defendant, Corning Natured Gas Corporation shall pay $285,000 to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇. The $285,000 shall consist of $228.000 for past due deferred compensation payments and $57,000 to reimburse ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ for his legal fees. (b) Starting January 5, 2013, CNG shall pay ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ $40,000, plus interest at 4%, compounded annually, on or before January 5 of each year, for the longer of ten years or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇'▇ lifetime. By way of example, CNG shall pay ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ $40,000 on or before January 5, 2013, $41,600 on or before January 5, 2014 and $43,264 on or before January 5, 2015, with payments continuing as set forth above. (c) CNG will provide ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ a $500,000 term life insurance policy effective January 5, 2012, and continuing through January 5, 2031 provided that CNG can obtain the policy for less than $15,000 in annual premiums. In the event CNG cannot with reasonable effort obtain such a policy, CNG shall pay ▇▇. ▇▇▇▇▇ $15,000 per year, on or before January 5th of each year until ▇▇. ▇▇▇▇▇ dies, but in no event shall CNG make fewer than ten such payments or more than 20 such payments to ▇▇. ▇▇▇▇▇ or his estate (i.e. guaranteed 10 annual payments. (d) The parties shall keep the terms of this settlement Agreement confidential provided that the parties to this Agreement shall make such disclosures by law, including to the New York State Public Service Commission and the Securities and Exchange Commission, and shall be entitled to disclose the terms of this Agreement to their legal counsel and financial advisors. The sole remedy for any violation of this confidentiality provision shall be injunctive relief. (e) This agreement is subject to approval by CNG's board of directors. This agreement shall be presented to the Board on or before December 13, 2011 for its consideration. (f) CNG shall provide ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ with Medicare supplement coverage including a prescription rider under the same coverage terms of other CNG retirees at no cost to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and at CNG's cost for-the remainder of ▇▇. ▇▇▇▇▇'▇ life, commencing January 1, 2012. In the event the Company terminates post retirement Medicare supplemental coverage including a prescription rider, the Company will acquire for ▇▇▇▇▇▇ ▇▇▇▇▇ a policy providing those same benefits as they existed as of the date of this Agreement. If such coverage is not available, the Company will obtain a policy providing coverage that is as close as possible to ...

Settlement Obligations. The parties agree as follows: (a) On the date hereof, the Company shall purchase from the Sunwestern Parties, and the Sunwestern Parties shall sell to the Company, the number of shares of common stock, par value $0.002 per share, of the Company (the "Common Stock") set forth opposite each Sunwestern Party's name on Schedule I attached hereto (collectively, the "Shares"), for a purchase price of $2.00 per share (One Million Nine Hundred Ninety-Eight Thousand Three Hundred Eighty-Six Dollars ($1,998,386) in the aggregate) (the "Purchase Price"). The applicable portion of the Purchase Price shall be payable to each Sunwestern Party by wire transfer to an account designated by each Sunwestern Party, against delivery to the Company by each Sunwestern Party of certificates for the Shares being sold to the Company hereunder, together with stock powers executed in blank. (b) On the date hereof, the Company shall issue to each Sunwestern Party a warrant to purchase the number of shares of Common Stock set forth opposite such Sunwestern Party's name on Schedule I (499,596 shares in the aggregate), such warrants being substantially in the form of Exhibit A attached hereto (collectively, the "Warrants"). The Company agrees that as long as the Sunwestern Parties in the aggregate own at least 50% of the Warrants and/or shares underlying the Warrants, that the Chief Executive Officer of the Company will hold a quarterly progress meeting with Patrick A. Rivelli, subject to a confidentiality agreement in accorda▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇n FD, no later than the twenty-fifth day following the end of each calendar quarter and that such meeting will include delivery of then-available financial information for the most recent quarter and will include an update on the Company's then-current and planned business strategy. (c) Effective as of the Closing, Silcock hereby resigns as a director of the Company. (d) Except for the acquisition of shares of Common Stock underlying the Warrants, each Sunwestern Party agrees not to acquire, directly or indirectly, any securities of the Company following the Closing.

Settlement Obligations. The parties acknowledge that: (a) immediately upon execution of a Transaction by the Licensee (other than a Non-Cleared Transaction, Mfund Transaction or a ASX Bookbuild Transaction), OpenMarkets is obliged as principal and has the Clearing Obligations (including obligations owed to ASX Clear as principal) for the Transaction; and (b) immediately on the allocation of Traded Products to a Bid submitted by OpenMarkets into ASX Bookbuild in respect of any ASX Bookbuild Issue, OpenMarkets is obliged to subscribe for (or to procure the subscription for) the number of Traded Products allocated at the final price and on the terms applicable to that ASX Bookbuild Issue and has the settlement obligations for that ASX Bookbuild Transaction; and (c) immediately on the acceptance by a product issuer of an application in respect of a Mfund Transaction, OpenMarkets is obliged to pay the application monies (in the case of an application for issue) or receive the redemption monies (in the case of an application for redemption).