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 Inc. shall pay to AMD Holding the relevant Actual 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 Actual 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. (b) Payment for all other amounts due hereunder from either party (including any adjustment amount as set forth in Section 3.01 hereof) shall be unconditionally due on or before the date specified in the AMD Saxonia Wafer Purchase Agreement for the corresponding such amount. AMD Holding agrees that it shall, as soon as practicable and in any event prior to the relevant due date for any such payment, deliver to AMD Inc. any certification, invoice or notice from AMD Saxonia to AMD Holding which, pursuant to the terms of the AMD Saxonia Wafer Purchase Agreement, is to be delivered by AMD Saxonia to AMD Holding prior to the relevant due date for payment of any amount under the AMD Saxonia Wafer Purchase Agreement. (c) All amounts under this Agreement not paid when due from AMD Inc. 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. (d) The obligations of AMD Inc. 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 Holding and AMD Inc. or 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. (e) The parties hereto hereby expressly acknowledge, agree, and understand that the payment by...
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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.
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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 ...
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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).
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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.
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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.
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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.
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Payments; Set Off 
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Related to Payments; Set Off

  • Adjustments; Set-off (a) Except as otherwise expressly provided herein, if any Lender (a “benefited Lender”) shall at any time receive any payment of all or part of its Loans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in subsection 7.1(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans or the Reimbursement Obligations owing to it, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Loans or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of an Event of Default, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder or under the Notes or the other Loan Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender to or for the credit or the account of the Borrower. 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 set-off and application.

  • Payments Set Aside To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, 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 setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

  • PAYMENTS AND SET-OFF All sums payable by the Guarantor under this Deed of Guarantee will be paid without any set-off, lien or counterclaim, deduction or withholding, except for those required by Law. If any deduction or withholding must be made by Law, the Guarantor will pay that additional amount to ensure that the Buyer receives a net amount equal to the full amount which it would have received if the payment had been made without the deduction or withholding. The Guarantor will pay interest on any amount due under this Deed of Guarantee at the applicable rate under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. The Guarantor will reimburse the Buyer for all legal and other costs (including VAT) incurred by the Buyer in connection with the enforcement of this Deed of Guarantee.

  • Marshaling; Payments Set Aside No Secured Party shall be under any obligation to marshal any property in favor of any Loan Party or any other party or against or in payment of any Obligation. To the extent that any Secured Party receives a payment from the Borrower, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.

  • Set-Off The State may set off any sums which the Party owes the State against any sums due the Party under this Agreement; provided, however, that any set off of amounts due the State of Vermont as taxes shall be in accordance with the procedures more specifically provided hereinafter.