Payments; Set Off Sample Clauses
The "Payments; Set Off" clause defines the rules governing how payments are made between parties and establishes the right of one party to offset amounts owed to the other against amounts receivable. In practice, this means if one party owes money but is also owed a sum by the other party, they can deduct the owed amount from their payment rather than paying the full sum and waiting for reimbursement. This clause streamlines financial transactions and reduces the risk of non-payment by allowing parties to balance mutual debts, ensuring that only the net amount is paid or received.
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.
(b) All amounts under this Agreement not paid when due from AMD Holding shall bear interest at the rate of 7.0% per annum from the date due until paid, calculated on the basis of actual days and months elapsed. Such interest shall be due and payable at the end of each calendar month. In no event shall the interest charged exceed the maximum amount permitted under law.
(c) The obligations of AMD Holding under this Agreement are intended by the parties to be absolute and unconditional under any and all circumstances except to the extent expressly stated in this Agreement, and are intended to be independent of the rights and obligations of AMD Saxonia and AMD Holding or of any of their Affiliates or of any third party under this Agreement or any other agreement or arrangement in each case except as expressly stated in this Agreement.
(d) The parties hereto hereby expressly acknowledge, agree, and understand that the payment by AMD Holding of all amounts payable by it hereunder as required by this Agreement shall in no way be prevented, delayed, or otherwise affected as a result of any dispute between the parties (or between any of the parties and their Affiliates) or by any breach of this Agreement or any other agreement entered into in connection herewith and/or any adverse change in the financial or economic condition of AMD Saxonia or any Affiliate thereof, including without limitation AMD Saxonia's or any such Affiliate's liquidation or bankruptcy, or any kind of insolvency proceeding in respect thereof.
(e) Except as otherwise expressly provided herein, no obligations of AMD Holding under this Agreement shall be subject to any counterclaim, set-off, deduction, withholding, or defense based upon (and without prejudice to) any claim that AMD Holding may have against AMD Saxonia, any of its Affiliates, or any other Person, or released, discharged, or in any way af...
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).
(ii) Subject to the terms, conditions and limitations described in this Agreement, any Losses agreed to by the Sellers’ Representative (or an indemnifying Seller) or finally adjudicated to be payable to a Buyer Indemnitee pursuant to this Article IX shall be satisfied first by setting off and deducting any such Losses from and against the Promissory Notes or the amount of the 2021 Earn-out or the 2022 Earn-out (unless otherwise described herein) (with respect to claims under Section 9.01(a) in accordance with subclause (B) below) or against the Promissory Note payable to such Seller or the portion of the 2021 Earn-out or the 2▇▇▇ ▇▇▇▇-▇▇▇ then payable to such Seller (unless otherwise described herein) (with respect to claims under Section 9.01(b)), on a dollar-for-dollar basis. For purposes of this Article IX, (A) any amounts set-off hereunder shall be deemed to be Losses paid by the Sellers or a Seller, as applicable, for purposes of the limitations on indemnification set forth herein, (B) any amount set-off hereunder arising from a claim under Section 9.01(a) shall be set off against each Promissory Note or the portion of the 2021 Earn-out or the 2▇▇▇ ▇▇▇▇-▇▇▇ then payable to a Seller in accordance with each such Seller’s indemnification percentage set forth on the Funds Flow, and (C) the Buyer Indemnitees may not make a claim for a payment in cash under Section 9.03(f)(i) unless and until it has first set-off and reduced the Promissory Note payable to such Seller to zero and second set-off and reduced the portion of the 2021 Earn-out and/or the 2022 Earn-out then payable to such Seller to zero (0) (unless otherwise described herein). Except as otherwise described herein, each of the 2▇▇▇ ▇▇▇▇-▇▇▇ and the 2▇▇▇ ▇▇▇▇-▇▇▇ shall only be considered payable for purposes of the exercise of the set-off rights described herein if it has been calculated in accordance with this ...
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.
(b) All amounts under this Agreement not paid when due from AMD Fab 36 Holding shall bear interest at the rate of 3% above the three-month EURIBOR per annum on a pro rata temporis basis. Such interest shall be due and payable at the end of each calendar month.
(c) Any amounts that are due from AMD Fab 36 to AMD Fab 36 Holding hereunder shall be payable only in the form of credit against amounts owed or to be owed by AMD Fab 36 Holding to AMD Fab 36 under this Agreement, except to the extent provided in Section 3.04 in connection with the Fab 36 Management Service Agreement. Any amount that is due from AMD Fab 36 Holding to AMD Fab 36 hereunder may be set-off against any payment then due under Sections 3, 5.02, or the Fab 36 Management Service Agreement, from AMD Fab 36 to AMD Fab 36 Holding.
(d) To secure the payment claims of AMD Fab 36, AMD Fab 36 Holding, here and now, assigns to AMD Fab 36 its payment claims against AMD Inc. under the Fab 36 Holding Cost Plus Reimbursement Agreement attached hereto as Annex A (including damage claims in case that, in the event of bankruptcy of AMD Inc., the trustee in bankruptcy of AMD Inc. or any other person with similar authority does not continue the Fab 36 Holding Cost Plus Reimbursement Agreement, regardless of whether such damage claims result under German or U.S. state or federal law).
Payments; Set Off. (a) All payments to be made by an Obligor under the Facility Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
(b) Any and all payments by the Borrower hereunder shall be made free and clear of and without deduction for any and all present or future Taxes and if any such deduction is required, the Borrower shall increase the amount payable so that the Bank shall receive an amount equal to the sum it would have received had no such deduction been required, and the Borrower shall promptly certify to the Bank any amount so deducted and paid to the relevant taxing authority.
(c) The Bank may, without prior notice, set off any present and/or future obligations and liabilities (whether actual or contingent) of the Borrower to the Bank against any obligation owed by the Bank to the Borrower, whether such obligation is matured or not matured and whether actual or contingent, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Bank may convert either obligation at a market rate of exchange in its usual course of business for the purpose of set off.
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.
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