Payments; Set Off. 12.1 All amounts payable under this Agreement and/or the other Security Documents by the Borrower, including amounts payable under this Clause 12, shall be paid in full to the Lender without set-off or counterclaim or retention and free and clear of and without any deduction or withholding for or on account of any Taxes or any charges or otherwise present or future. In the event that the Borrower is required by law to make any such deduction or withholding from any payment hereunder, then the Borrower shall forthwith pay to the Lender such additional amount as will result in the immediate receipt by the Lender of the full amount which would have been received hereunder had no such deduction or withholding been made and the Borrower shall immediately forward to the Lender official receipts of the relevant taxation or other authority or other evidence acceptable to the Lender of the amount deducted or withheld as aforesaid, provided that in the event that it shall be illegal for the Borrower to pay such additional amount as is referred to in this Clause 12.1 then the Indebtedness shall be repayable by the Borrower to the Lender on demand. Nothing in this Clause 12.1 shall interfere with the right of Lender to arrange its respective tax affairs in whatever manner they think fit.
Payments; Set Off. Any payments to or recoveries by the Lender or any Assignee or Participant under this Agreement or under any instrument or agreement delivered in connection herewith shall be for the account of the Lender, and all Assignees and Participants, in proportion to the amount of each such person's interest in the Loan. Rights of setoff and banker's lien (if any) may be exercised by each such person only after ten days' prior notice to the Company, and amounts and property so set off or covered by such Lien may be applied to all or any of the obligations incurred by the Company under this Agreement, and all other amounts payable by the Company under this Agreement which may be due or unpaid as determined by the Lender, Assignees or Participants to the end that the property and credit balances of the Company with each such person shall be security for, and may be applied to the payment of, all or any of the obligation incurred by the Company under this Agreement, and such other amounts as though such rights were exercised, and such amounts were recovered, by the Lender.
Payments; Set Off. (a) AMD Fab 36 Holding shall pay to AMD Fab 36 the Selling Price Per Wafer for all Products Shipped by AMD Fab 36 within 30 days after receipt of invoices denominated in Euro from AMD Fab 36 in accordance with this Section 2.06. AMD Fab 36 shall be entitled to issue invoices to AMD Fab 36 Holding on a monthly basis. Payment for all other amounts due hereunder from either party (including any adjustment amount) shall be unconditionally due on or before the date specified in this Agreement for such amount.
Payments; Set Off. (a) AMD Inc. shall pay to AMD Holding the relevant Selling Price Per Wafer for each Product Onshipped by AMD Holding and, to the extent paid by AMD Holding and/or AMD Saxonia, the costs and expenses for freight and insurances, unconditionally before the date on which AMD Holding is required to pay to AMD Saxonia the corresponding Selling Price Per Wafer for the relevant Product Shipped by AMD Saxonia pursuant to Section 3.10 of the AMD Saxonia Wafer Purchase Agreement (provided AMD Holding or AMD Saxonia gives AMD Inc. reasonable advance notice of such date) but in no event later than 30 days after receipt of invoices denominated in DM from AMD Holding in accordance with this Section 3.05. AMD Holding shall be entitled to issue invoices to AMD Inc. as soon as the relevant Products are Onshipped as provided in Section 3.04 above.
Payments; Set Off. (a) AMD Holding shall pay to AMD Saxonia the Selling Price Per Wafer for all Products Shipped by AMD Saxonia and, to the extent paid by AMD Saxonia, the costs and expenses for freight and insurances, unconditionally within 30 days after receipt of invoices denominated in DM from AMD Saxonia in accordance with this Section 3.10. AMD Saxonia shall be entitled to issue invoices to AMD Holding on a monthly basis. Payment for all other amounts due hereunder from either party (including any adjustment amount) shall be unconditionally due on or before the date specified in this Agreement for such amount.
Payments; Set Off. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds, provided that the foregoing shall not apply with respect to indemnification claims against the Member until Buyer has exercised its setoff rights under Section 7.08(c). The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to 6%. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed.
Payments; Set Off. Any payments to or recoveries by Lender or ----------------- any Assignee or Participant under this Agreement or under any instrument or agreement delivered in connection herewith shall be for the account of Lender and all Assignees and Participants, in proportion to the amount of each such person's interest in the Loan.
Payments; Set Off. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE IX, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication. If any Loss is payable to any Parent Indemnitee, such payments shall be made as follows: (a) first, by the Parent’s automatic repurchase of a number of Consideration Shares issued to the Equityholders pursuant to the Subscription Agreements at a repurchase price of $0.0001 per share; (b) second, by proportionally reducing the principal amounts of the Notes payable to the Equityholders in accordance with each Equityholder’s Percentage Share, until the principal amounts of the Notes equals zero; and (c) by the Equityholders directly to the Parent, by check or wire transfer of immediately available funds. If any Loss is payable to any Seller Indemnitee, such payments shall be made, at the option of Parent, by (y) proportionally increasing the principal amounts of the Notes payable to the Equityholders in accordance with each Equityholder’s Percentage Share or (z) check or wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15)-Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to ten percent (10%). Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed, without compounding.
Payments; Set Off. (i) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article IX, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds; provided, however, that the foregoing shall not apply with respect to indemnification claims for Losses payable to a Buyer Indemnitee (unless otherwise set forth herein) and Buyer shall first be required to exercise its set-off rights under and in accordance with Section 9.03(f)(ii).
Payments; Set Off. The Company and the Buyer shall make each payment of principal, interest and fees hereunder, without setoff or counterclaim, not later than 2:00 P.M., New York time, on the day when due in lawful money of the United States of America to the account of the Seller designated by it from time to time in immediately available funds. The Company and the Buyer may, at their sole option at any time, prepay the Obligations, in whole or in part, without penalty or premium.
