Payment Offsets Sample Clauses

Payment Offsets. We may setoff from any amounts that we may owe you any amount that you owe to us, or our affiliates, for any reason whatsoever, including without limitation, Royalties, System Contributions, late payment penalties and late payment interest, amounts owed to us or our affiliates for purchases or services or for any other reason. Thus, payments that we make to you may be reduced, in our discretion, by amounts that you owe to us or our affiliates from time to time. In particular, we may retain (or direct to our affiliates) any amounts that we have received for your account as a credit and payment against any amounts that you may owe to us, or our affiliates, at any time. We may do so without notice to you at any time. However, you do not have the right to offset payments owed to us for amounts purportedly due to you from us.
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Payment Offsets. The Company shall be entitled to deduct from any ---------------- payment due to Contractor under this Agreement any payments or amounts owed to the Company or any of its subsidiaries or affiliates (including, without limitation, VDC) from the Contractor or Network Consulting Group, Inc.
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Payment Offsets. The following payment offsets will apply in relation to the payment of any Royalty:
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Payment Offsets. Pursuant to Section 5, HEISKELL shall be entitled to offset the amount due HEISKELL for Corn (as defined in the Corn Procurement Agreement) against any amount due AEAF XXXXX for Ethanol, WDGS, or Syrup acquired by HEISKELL.
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Payment Offsets. If the claim(s) with respect to an Infringement Proceeding is resolved in such a manner that Aventis or its Affiliates incur either a lump-sum or ongoing payment obligation to a Third Party to continue to practice the applicable Transferred Millennium Process Technology, then Aventis shall have the right to offset such payments to such Third Party against the sum withheld in accordance with Section 7.6(c) above, PROVIDED THAT any such offset shall in no event collectively exceed an amount equal to [**] of the Delivery and Completion Payment for the applicable Transferred Millennium Process Technology. To the extent practicable, Millennium shall modify, or allow Aventis to modify, such Millennium Process Technology so that it does not infringe the Third Party rights which were the subject of the Infringement Proceedings.
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Payment Offsets. The separation pay benefits received shall be reduced by any amounts owed by the employee to MainSource or any amounts earned by the employee after termination of employment under individual employment and/or consulting agreements between the employee and MainSource. Separation pay will be reduced by any amounts paid to an employee pursuant to the Worker Adjustment and Retraining Notification Act (WARN).
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Payment Offsets. 7.5.1 If, after the Effective Date, on a Licensed Product-by-Licensed Product and country-by-country basis, (i) Celgene or their Affiliate determines in good faith that in order to avoid infringement of any Blocking Third Party Patent Rights not licensed to it hereunder it is necessary to obtain a license from any Third Party(ies) to exploit any Licensed Product(s) in one or more country(ies), (ii) Celgene or their Affiliate is required by an order, judgment or similar action of a Governmental Authority to pay royalties or other amounts for the exploitation of any Licensed Product(s) in one or more country(ies) due to infringement of Blocking Third Party Patent Rights, or (iii) Celgene elects to include patents or technology relating to Licensed Product(s) licensed by Concert from Third Parties after the Effective Date in the Concert Patents or Concert Technology as set forth in Section 6.2.4, then Celgene may deduct from the any amounts otherwise due pursuant to Section 7.3 for such Licensed Product(s) in such country(ies) or any amounts due pursuant to Sections 7.2 or 7.4, [**] percent ([**]%) of any royalties or other amounts payable by Celgene or their Affiliates to such Third Party(ies) with respect to such Licensed Product(s) in such country(ies). If such amount to be deducted would reduce by more than [**] percent ([**]%) the royalties otherwise due during a royalty reporting period or any milestone payment due, then Celgene may deduct such amount so as to pay [**] percent ([**]%) of the royalties otherwise due during a royalty reporting period or a milestone payment due and apply the balance of such deduction to future royalties and milestone payments due (subject to the same limitation).
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Payment Offsets. Pursuant to Section 5, HEISKELL shall be entitled to offset the amount due HEISKELL for Com (as defined in the Com Procurement Agreement) against any amount due AEMETIS KEYES for Ethanol, WDGS, CDS/Syrup or Com Oil acquired by HEISKELL.
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Payment Offsets 
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Related to Payment Offsets

  • Payment of Amounts The Death Benefit payable on the death of the Owner, or after the death of the first Owner, or upon the death of the spouse who continues the Contract, will be distributed to the designated Beneficiary(s) as follows:

  • Payments From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

  • Non-Payment The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

  • Make-Whole Payments A Make-Whole Payment will be due in connection with the Optional Redemption of the Notes on any date on or after the Earliest Redemption Date but prior to the First Par Redemption Date, as described in Section 8.2, solely to the extent funds are available therefor. Any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the earlier of the Redemption Date or the applicable Final Maturity Date. In addition, any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the date the Notes are declared to be, or have automatically become, immediately due and payable according to Section 5.2(a). For the avoidance of doubt, no Make-Whole Payment will be payable in connection with an Optional Redemption of the Notes on or after the First Par Redemption Date.

  • Premium Payments If an employee with at least three years of service in the employ of the Shaker Heights Board of Education should exhaust his/her sick leave within the time specifications of this contract and is granted a leave of absence by the Board, the Board shall continue to pay his/her premiums in accordance with his/her work assignment for the following fringe benefits for a period not to exceed twelve (12) months. The payment of such premiums will cease on the effective date an employee retires, resigns, goes on disability retirement or his/her contract is terminated.

  • Payment of Additional Amounts (a) All payments by the Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will be made free and clear of, and without withholding or deduction for or on account of any Taxes imposed, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so required, the Corporation will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:

  • Reimbursement Payments The Department shall, to the extent funds are available, reimburse the Grantee for eligible claims presented for payment if the Department determines the requirements for reimbursement have been met. Claims under this Contract can only be made for the period this Contract is in effect. Reimbursement programs include the following:

  • Revenue Sharing Developer shall pay to Fig, or Fig shall retain (as applicable), the Fig Share in accordance with the terms below.

  • Payment Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:

  • Income Payments Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the Securities that is not otherwise received by Seller, to the full extent it would be so entitled if the Securities had not been sold to Buyer. Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is paid or distributed either (i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securities subject to such Transaction or (ii) with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid or distributed.

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