Payment Setoff Sample Clauses

Payment Setoff. Notwithstanding any other rights the Seller may have at contract or at law, the Buyers and the Seller hereby agree that should any amount (whether under this Agreement or under any other agreement between any Buyer or any of their respective Affiliates and the Seller or any of its Affiliates and whether at the stated maturity of such amount, by acceleration or otherwise) become due and payable by such Buyer or its Affiliates, and not be paid in full in immediately available funds on the date due, then the Seller will have the right to debit and apply, in whole or in part, the Predelivery Payments paid to the Seller by the Buyers hereunder against such unpaid amount. The Seller will promptly notify the Buyers in writing after such debiting and application.
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Payment Setoff. No payment shall be due from Purchaser until the submission by Seller of a correct invoice and all supporting documentation that Purchaser may reasonably request. Each invoice must be submitted within ninety (90) days of completion of services or delivery of items and must reference this Purchase Order Number. Purchaser shall be entitled to a three percent (3%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after completion of services or delivery of items. If Seller fails to invoice within one hundred eighty (180) days after completion of services or delivery of items, Seller shall be deemed to have waived its rights to pursue Purchaser for the payments therefor, and Purchaser shall have no obligation to make any payments for such Goods. All claims for money due or to become due from Purchaser shall be subject to deduction or setoff by Purchaser by reason of any counterclaim of Purchaser arising out of this or any other transaction with Seller.
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Payment Setoff. Payment periods shall be computed from acceptance of the Articles or receipt of correct and proper invoices, whichever is later. Buyer may set off any amount due from Seller to Buyer, whether or not under the Order, from any amounts due to Seller.
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Payment Setoff. Any payments to which any indemnified party is --------------- entitled to under this Section 7 shall be made promptly by the indemnifying party in cash or by certified check or wire transfer of immediately available funds to an account designated by the indemnified party. Notwithstanding the foregoing, MFC shall be entitled to set off any amounts due it as an indemnified party against any amounts otherwise due from MFC to BLI, the Key Employees or Triumph pursuant to the terms of this Agreement.
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Payment Setoff. FWISD reserves the right to offset subsequent payments due under this PO, the Solicitation, or Contract by any amount due and owing by Vendor to FWISD, including, without limitation, amounts owed for breach/default of this PO, the Solicitation, or Contract. FWISD is not required to mitigate its damages in order to obtain relief for any breach of contract remedies available to it.
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Payment Setoff. No payment shall be due from Purchaser until the submission by Seller of a correct invoice and all supporting documentation that Purchaser may reasonably request. Each invoice shall have a separate line item for each Good, shipping charges, applicable taxes, expenses, and each and every item invoiced. All line items shall have their separate corresponding amounts or prices. Each invoice must be submitted within ninety (90) days of completion of services or delivery of items and must reference this Purchase Order Number. Purchaser shall be entitled to a three percent (3%) discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after completion of services or delivery of items. If Seller fails to invoice within one hundred eighty (180) days after completion of services or delivery of items, Seller shall be deemed to have waived its rights to pursue Purchaser for the payments therefor, and Purchaser shall have no obligation to make any payments for such Goods. All claims for money due or to become due from Purchaser shall be subject to deduction or setoff by Purchaser by reason of any counterclaim of Purchaser arising out of this or any other transaction with Seller.
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Payment Setoff. THE COMPANY AGREES THAT ALL OF ITS PAYMENT OBLIGATIONS HEREUNDER SHALL BE ABSOLUTE, UNCONDITIONAL AND, FOR THE PURPOSES OF MAKING PAYMENTS HEREUNDER, THE COMPANY HEREBY WAIVES ANY RIGHT TO ASSERT ANY SETOFF, COUNTERCLAIM OR CROSS CLAIM.
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Payment Setoff. Unless otherwise specified on the face of this purchase order, payment for Products and Services shall be issued sixty (60) days from the invoice date, receipt of goods or services and receipt of valid invoice. All prices quoted are United States Dollars. All claims for money due or to become due from Purchaser shall be subject to deduction or setoff by the Purchaser by reason of any counterclaims arising out of this or any other transaction with Seller.
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Payment Setoff. Payment for the materials, goods, articles, or services ordered hereunder (collectively “items”) shall not constitute an acceptance thereof, but all items shall be received subject to Buyer’s inspection and rejection. Payment shall be made as stated in this Order, less customary cash discount, unless otherwise specifically arranged for and stated on this Order; or in the event that any item has not been received, the Buyer reserves the right to withhold payment until such item has been received and checked and does not waive the right to deduct the cash discount. Xxxxx’s count will be accepted as final on all shipments not accompanied by packing lists. Buyer may back charge Seller for any damages, costs or expenses incurred by Xxxxx, including reasonable attorney’s fees, caused by defective goods or by Seller’s incomplete or untimely delivery. Payment of this Order will be subject to deduction of any valid claim against Seller arising from this or any other transaction. All claims for money due or to become due from Buyer shall be subject to deduction or setoff by the Buyer by reason of any counterclaim arising out of this or any other transaction with Seller. Such setoff shall be in addition to any other rights or remedies available to Buyer at law or equity.
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Related to Payment Setoff

  • Right of Setoff If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

  • Payment Security To secure all of CAISO’s payment obligations to Owner under this Agreement, CAISO agrees to grant Owner a security interest and lien in the following collateral (collectively, the “Collateral”): (a) all past, present and future accounts and other amounts Responsible Utility owes CAISO at any time pursuant to Section 41 of the CAISO Tariff attributable to invoices submitted by Owner under this Agreement (collectively, the “Accounts”), (b) the RMR Owner Facility Trust Account, all funds in the RMR Owner Facility Trust Account at any time, and all funds paid on account of any Accounts, (c) all proceeds of the Collateral, if any, and (d) all of CAISO’s right, title and interest in the Collateral. CAISO represents and warrants to Owner that (a) CAISO has the authority to grant such security interest, (b) CAISO will have good, marketable and exclusive title to all of the Collateral, (c) such security interest and lien will at all times be a valid, enforceable and first-priority lien on the Collateral, and (d) such security interest will be duly perfected by the filing of a financing statement under the California Uniform Commercial Code describing the Collateral in the office of the Secretary of State of California and the delivery of a written notice of Owner’s security interest to the bank with which the RMR Owner Facility Trust Account is maintained. If CAISO defaults on its obligation to pay under this Agreement, Owner shall be entitled to enforce such securityinterest, to exercise its rights in the Collateral, to collect the Accounts from Responsible Utility, to collect all funds in the RMR Owner Facility Trust Account, and to exercise all other rights and remedies under the California Uniform Commercial Code. CAISO agrees to promptly execute and deliver all financing statements and other documents Owner reasonably requests, including but not limited to a written notice of Owner’s security interest in the Collateral to the bank with which the RMR Owner Facility Trust Account is maintained, in order to maintain, perfect and enforce such security interest.

  • No Setoff Neither party shall have the right to set off any obligation that it may have to the other party under the Transaction against any obligation such other party may have to it, whether arising under the Agreement, this Confirmation or any other agreement between the parties hereto, by operation of law or otherwise.

  • Payment Set Aside To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

  • Rights of Setoff If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

  • Assignment Settlement Option ☐ The undersigned Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Term Loans held by such Lender prepaid on the Third Amendment Effective Date and to purchase by assignment 2020 Refinancing Term Loans in an equal principal amount (or such lesser amount allocated to such Lender by the Administrative Agent). ​ ALM 2020 LTD., as a 2020 Refinancing Term Lenderby Apollo Credit Management (CLO), LLC as its collateral manager By: /s/ Xxxxxx Xxx ​ Name:Xxxxxx Xxx ​ Title:Vice President ​ ​ ​ ☒ The undersigned Lender hereby commits an amount equal to 100% of the outstanding principal amount of the Existing Term Loans held by such Lender to be 2020 Refinancing Term Loans and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of the Existing Term Loans (or such lesser amount allocated to such Lender by the Administrative Agent) held by such Lender for 2020 Refinancing Term Loans in an equal principal amount.

  • No Right of Setoff Neither party hereto nor any affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliates.

  • Benefit of Setoff The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.

  • Setoff In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

  • Payment Set Aside; Currency To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.

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