Payment Set Off. The City may withhold sums due to Vendor hereunder and apply such sum against Vendor’s obligations to its suppliers or sub-contractors in relation to this Agreement or as a set off for any damaged or defective Goods and Services not supplied in accordance with the terms hereof.
Payment Set Off. The City may withhold sums due to Consultant hereunder and apply such sum against Consultant’s obligations to its suppliers or sub-consultants in relation to this Agreement or as a set off for any deficient Services or Services otherwise not performed in accordance with the terms hereof.
Payment Set Off. Notwithstanding the payment requirements set forth in this Article 10, PREPA shall have the right to set off any amounts due and owing to PREPA by Resource Provider pursuant to this Agreement, but which remain unpaid, against the amounts due and owing to Resource Provider by PREPA, provided that (i) such amounts are undisputed, have been determined to be owed to PREPA by a final determination pursuant to Section 21.11 (Dispute Resolution), or are explicitly described in this Agreement, and (ii) PREPA has provided Resource Provider with five (5) Business Days’ advance written notice describing in reasonable detail the amounts that PREPA will set off before effecting any such set off.
Payment Set Off. (a) Subject to Section 9.5(b), the Sellers shall pay any Losses owing to the Trulieve Indemnitees pursuant to Section 9.1 in cash.
(b) Notwithstanding any provision of this Agreement to the contrary, if any Trulieve Indemnitee incurs any Losses pursuant to Section 9.1(a) or Section 9.1(b) prior to the delivery of any Post-Closing Payment or any cash payment pursuant to Section 9.7, subsequent to the Determination of such Loss, Parent shall have the right, but not the obligation, at its option, to set-off such Losses against such Post-Closing Payment(s) and/or such cash payment pursuant to Section 9.7, if any; provided, however, that if a Trulieve Indemnitee asserts, in good faith and as determined in such Trulieve Indemnitee’s sole discretion, that it has incurred a Loss pursuant Section 9.1(a) or Section 9.1(b) prior to the delivery of any Post-Closing Payment, then the Parent shall have the right, but not the obligation, to withhold a portion of the Post-Closing Payment equal to a good faith estimate of the Loss asserted by such Trulieve Indemnitee until the Determination of such Loss.
Payment Set Off. Subject to Section 9.5(b), the Sellers shall pay any Losses owing to the Trulieve Indemnitees pursuant to Section 9.1 in cash.
Payment Set Off. No Teltran Shares shall be delivered out of Escrow until all claims have been settled. If the Shareholders disputes the payment of any amount claimed hereunder in writing within fifteen (15) days after demand the parties shall promptly proceed to resolve such dispute. In the event any dispute herein is litigated, the losing party shall bear all costs of litigation including reasonable attorneys' fees, and costs of experts. Interest on any improperly withheld amount by either party shall accrue at prime rate. If Teltran has any claim which is finally determined (whether by agreement or a final nonappealable order of a court of competent jurisdiction) against the Shareholders (whether individually or collectively) under the Agreement entitling it indemnity in satisfaction of such claim, then such claim should first be paid out of the assets held by the Escrow Agent in or towards satisfaction of such claim the Escrow Agent shall first pay any cash entitlement of such Shareholder held by the Escrow Agent to Teltran and, if the claim is not thereby satisfied in full it shall sell on the open market sufficient number of such Shareholder or Shareholders' entitlement to Teltran Shares as is required to satisfy such claim and shall upon receipt of the proceeds thereof apply them in or towards satisfaction of such claim.
Payment Set Off. (a) In the event that any Member is obligated to make any payment to the Indemnified Parties in respect of the indemnity granted pursuant to Section 7.2 or this Article IX, such Member shall be permitted to satisfy such obligation (i) through the payment of cash or (ii) by delivering other shares of Parent Capital Stock valued as set forth in the following sentence. For purposes of this Section 9.6(a), the shares of Parent Common Stock shall be valued at the average daily closing price for the Parent Common Stock on the New York Stock Exchange for the ten trading day period ending on the date immediately preceding the date of delivery of the Parent Common Stock (the “Price”) and shares of Parent Preferred Stock and Class B Preferred Stock shall be valued at the Price multiplied by the Conversion Ratio (as defined in the Articles Supplementary).
(b) If a Parent Indemnified Party makes a Claim in accordance with the provisions of Section 9.4, Parent shall have the right to withhold all or a portion of any Contingent Amount payable to the Members and Owners (the “Holdback”) in an amount equal to any actual or anticipated Losses listed in the corresponding Claim Notice. If the Member Representative provides written notice (the “Dispute Notice”) disputing such Claim within thirty days of receipt of the Claim Notice and Parent and the Member Representative are not able to come to resolution regarding such Claim within thirty days thereafter, Parent shall thereafter deposit the Holdback in escrow with Continental Stock Transfer & Trust Company or another escrow agent mutually agreeable to Parent and the Member Representative (the “Indemnity Escrow Agent”) pursuant to an escrow agreement to be signed by the Member Representative and Parent Indemnified Party substantially in the form of the Escrow Agreement, with such changes as required by the Escrow Agent (the “Indemnity Escrow Agreement”). As provided in the Indemnity Escrow Agreement, the Indemnity Escrow Agent shall receive and hold such disputed amounts until instructed to release such amounts, together with any interest earned thereon, by written authorization from the Member Representative and Parent Indemnified Party or pursuant to a final decision of a court of competent jurisdiction. All fees for such Escrow Agent shall be paid 50% by the Members and Owners and 50% by the Parent Indemnified Party. For purposes of clarification, to the extent that all or a portion of the Contingent Amount, if any, has alr...
Payment Set Off. Notwithstanding the payment requirements set forth in this Article 10, either Party shall have the right to set off any amounts due and owing to the other Party pursuant to this Agreement, but which remain unpaid, provided that (i) such amounts are undisputed, have been determined to be owed by a final determination pursuant to Section 21.11 (Dispute Resolution), or are explicitly described in this Agreement, and (ii) the Party seeking to exercise the right of set-off has provided the other Party with five (5) Business Days’ advance written notice describing in reasonable detail the amounts that it will set off before effecting any such set off.
Payment Set Off. 7.1 Unless agreed otherwise payment shall be effected only after performance and/or delivery in accordance with the terms of the Agreement and receipt of an auditable and verifiable invoice by BMW, which shall include the BMW Purchase Order Number, Supplier Number and VAT number (“Auditable Invoice”). For the calculation of payment due dates, deliveries carried out prior to the agreed delivery dates shall be deemed to have been received on the agreed delivery dates.
7.2 If deposit payments are agreed upon, these shall only be made in return for a bank guarantee as shall be approved by BMW from time to time.
7.3 BMW shall be entitled to withhold payment of any charges in whole or in part where, in its reasonable opinion there is a dispute regarding the performance of the Goods and/or Services or the content of the relevant invoice.
7.4 BMW shall pay each invoice properly due, issued and submitted to BMW in accordance with the Purchase Order. If a fixed price is agreed, the Supplier shall only invoice the Goods and/or Services upon either acceptance by BMW of agreed upon milestones or confirmation by BMW that the Goods and/or Services have been successfully completed according to the agreed upon acceptance criteria. For the avoidance of doubt invoices which are not submitted to BMW within six (6) months of the receipt of Goods and/or Services shall not be considered due and payable.
7.5 The parties to this Agreement may charge simple interest at the rate of 4% per annum above the Bank of England base rate from time to time on any overdue sums, including, but not limited to, invoices for duly provided and invoiced Goods and/or Services not paid by BMW and overcharges by the Supplier. Interest will be charged from the due date for such payment until the actual date of payment. For the avoidance of doubt, no interest will be payable on the late payment of invoices not submitted in accordance with this Clause 7.
Payment Set Off. All amounts due hereunder shall be paid upon demand. Acquiror may set off against the payment obligation to Sellers set forth in Section 3.1 above, any amounts unpaid hereunder and undisputed. If the Sellers dispute the payment of any amount claimed hereunder in writing within ten (10) days after demand then, in addition to any other remedies, Acquiror shall withhold payment of amounts due to Sellers set forth in Section 3.1 above, until resolution of any dispute. In the event any dispute herein is litigated, the losing party shall bear all costs of litigation including reasonable attorneys' fees, and costs of experts. Interest on any improperly withheld amount by either party shall accrue at Citibank's prime rate in effect for such period.
