Right to Offset Payments Clause Samples
The Right to Offset Payments clause allows one party to deduct amounts owed to them by the other party from payments they are otherwise required to make. In practice, if Party A owes Party B $1,000 but is also owed $200 by Party B, Party A can pay only the net amount of $800. This clause helps streamline financial transactions between parties and reduces the risk of non-payment by enabling automatic reconciliation of mutual debts.
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Right to Offset Payments. Subject to Section 9.10, each Party shall have the right to offset any amount owed by the other Party to such first Party under or in connection with this Agreement [***], including pursuant to this Article IX or in connection with any breach, against any payments owed by such first Party to such other Party under this Agreement; provided, however, that no such offset shall be permitted to the extent and for so long as such other Party is contesting in good faith its obligation to make any such payment to such first Party under the applicable dispute resolution procedures of this Agreement [***]. Such offsets shall be in addition to any other rights or remedies available under this Agreement and applicable Law."
(b) The following new Section 9.14 is hereby added to Article IX of the Existing License and Collaboration Agreement as the final section of such Article:
Right to Offset Payments. Each Party shall have the right to offset any undisputed amounts due and payable under this Article 7 by the other Party pursuant to the terms of this Agreement against any amounts due and payable by the offsetting Party under this Article 7.
Right to Offset Payments. Technologies and Collagen shall, at the end of each calendar quarter after the Effective Date, net any amounts then owed by Collagen to Technologies under this Agreement or any Ancillary Agreement against any amounts then owed by Technologies to Collagen under this Agreement or any Ancillary Agreement and, after such calculation has been approved by Collagen and Technologies, the party owing funds shall promptly pay such amount to the other party. Nothing in this Section 11.2 shall supersede the time at which payments are due from one party to the other under this Agreement or any Ancillary Agreement.
Right to Offset Payments. The Parties acknowledge that they (or their affiliates) currently provide various rights and services to one another pursuant to a Services Agreement, dated March 31, 2006, a Management Services Agreement, dated March 31, 2006, and Distribution Agreements, dated as of December 16, 1999, October 2, 2000 and August 22, 2005, respectively (each as amended and supplemented to date and collectively, the “Other Inter-Company Agreements”). The Parties expressly agree that each Party shall have the right throughout the term of this Agreement to offset such payments as are owed under this Agreement against payments due under any of the Other Inter-Company Agreements.