SET-OFF AND WITHHOLDING. Xxxxx has the right of set-off against any payments due or at issue under any Order between Buyer and Seller. Buyer may withhold from payment to Seller in an amount sufficient to reimburse Buyer for any loss, damage, expense, cost or liability relating to Seller's failure to comply with any requirements of an Order.
SET-OFF AND WITHHOLDING. 14.1 Set-Off
(a) The Investor may set off any of its obligations to the Company (whether or not due for payment), against any of the Company’s obligations to the Investor (whether or not due for payment) under this Agreement and/or any Transaction Document.
(b) The Investor may do anything necessary to effect any set-off undertaken in accordance with this clause 14.1 (including varying the date for payment of any amount payable by the Investor to the Company).
14.2 Set-Off Exclusion All payments which are required to be made by the Company to the Investor shall be made without:
(a) any set-off, counterclaim or condition; or
(b) any deduction or withholding for Tax or any other reason, unless a deduction or withholding is required by law, except as may otherwise be consented to by the Investor.
SET-OFF AND WITHHOLDING. 23.1 Subject to clauses 23.7 and 23.8, each Seller acknowledges and agrees that:
SET-OFF AND WITHHOLDING. Buyer has the right of set-off against any payments due or at issue under any Order between Buyer and Seller. Buyer may withhold from payment to Seller in an amount sufficient to reimburse Buyer for any loss, damage, expense, cost or liability relating to Seller's failure to comply with any requirements of an Order.
SET-OFF AND WITHHOLDING. (a) The Company may deduct from any amounts due or becoming due to the Contractor all debts and moneys in any way owing to the Company by the Contractor under this Contract.
(b) Subject to the Security of Payment Act, the Company may withhold payment of the Contract Price until the Goods are delivered or the Services are performed in accordance with the requirements of the Contract.
(c) This Clause 6.3 does not limit the Company's rights under any provision of the Contract, which are not extinguished or diminished by the issue of a Payment Schedule.
SET-OFF AND WITHHOLDING. (a) If as of the Closing, Buyer is entitled to the liquidated damages set forth in Section 10.4(b), then, in satisfaction of such liquidated damages, $3,000,000 shall be set-off against the Closing Payment. For the avoidance of doubt, such set-off relates solely to damages solely caused as a result of an Offer Non-Acceptance and does not affect Buyer’s remedies for any breach of a representation, warranty or covenant herein.
(b) If on the first anniversary of the Closing Date a Buyer Indemnified Person has an indemnity claim pursuant to this ARTICLE 11 that has been resolved in accordance with this Agreement, but which has not been paid by Seller Parties, then Buyer may set-off from the payment owed pursuant to Sections 3.1(d) an amount equal to the agreed-upon amount of such indemnity claim.
(c) If on the first anniversary of the Closing Date a Buyer Indemnified Person has an indemnity claim pursuant to this ARTICLE 11 that has not been resolved in accordance with this Agreement, then Buyer may withhold from the payment owed pursuant to Sections 3.1(d) an amount equal to Buyer’s good faith estimate of the amount of such indemnity claim so long as, by the first anniversary of the Closing Date, Buyer (a) files a formal arbitration claim with the arbitrator pursuant to Section 12.9 and (b) deposits the amount so withheld with the Escrow Agent pursuant to the Escrow Agreement.”.
SET-OFF AND WITHHOLDING. (a) If on the first or second anniversary of the Closing Date a Buyer Indemnified Person has an indemnity claim pursuant to this ARTICLE 11 that has been resolved in accordance with this Agreement, but which has not been paid by Seller Parties, then Buyer may set-off from the payments owed pursuant to Sections 3.1(b) or 3.1(c) an amount equal to the agreed-upon amount of such indemnity claim.
(b) If on the first or second anniversary of the Closing Date a Buyer Indemnified Person has an indemnity claim pursuant to this ARTICLE 11 that has not been resolved in accordance with this Agreement, then Buyer may withhold from the payments owed pursuant to Sections 3.1(b) or (c) an amount equal to Buyer’s good faith estimate of the amount of such indemnity claim so long as, by the first anniversary of the Closing Date (if Buyer is withholding such amount from the payment due under Section 3.1(b)) or second anniversary of the Closing Date (if Buyer is withholding such amount from the payment due under Section 3.1(c)), Buyer (a) files a formal arbitration claim with the arbitrator pursuant to Section 12.9 and (b) deposits the amount so withheld with the Escrow Agent pursuant to the Escrow Agreement.
SET-OFF AND WITHHOLDING. (a) Notwithstanding any other provision of this Master Agreement, a Party who is owed any amount by the other Party may, at its option, set off that amount as a credit against any amounts it otherwise owes to the other Party.
(b) If Customer disputes in good faith any portion of an invoice, Customer shall pay the undisputed dollar amount of such invoice when due and may, at its option, withhold the disputed portion pending resolution of the dispute by mutual agreement or pursuant to Article 20 of this Master Agreement. If Customer withholds any payment pursuant to this Section 8.4(b), Customer shall notify Supplier of the basis for such withholding in accordance with Section 21.9 hereof. Upon resolution of the dispute, Customer shall pay to Supplier such portion, if any, of the disputed amount determined to be owing to Supplier.
(c) The limitations on liability set forth in Section 18.3 shall not apply with respect to charges otherwise owed to Supplier under Sections 8.1 and 8.2.
SET-OFF AND WITHHOLDING. 22.1 BP may set off against payment for any amounts payable under the Agreement any sums held by BP for the account of Buyer.
22.2 Buyer shall not set off any amounts payable under the Agreement against any other sums owed by BP to Buyer and shall pay BP all amounts payable under the Agreement in full without any set-off, deduction or withholding, notwithstanding any amount required by law to be withheld by the Buyer.
SET-OFF AND WITHHOLDING. 23.1 Except where and to the extent permitted by clause 9.1 of the Bridging Loan Facility Agreement, each Seller and the Purchaser shall make all payments under this agreement and each Transaction Document without set-off or counterclaim and free and clear of all taxes, deductions, withholdings and other charges of whatever nature, save as required by law.
23.2 The Purchaser waives any and all rights of set-off against any of its obligations to pay the Earn-Out Consideration which it might otherwise have by virtue of any Warranty Claim or any other claim arising under this agreement or any other Transaction Document or any other obligation or liability of any Seller to the Purchaser or any member of the Purchaser’s Group (including a Group Company) by any Seller.
23.3 If any Seller is required by law to make a deduction or withholding in respect of any sum payable under this agreement, such Seller shall, at the same time as the sum which is the subject of the deduction or withholding is payable, make a payment to the Purchaser of such additional amount as shall be required to ensure that the net amount received by the Purchaser will equal the full amount which would have been received by it had no such deduction or withholding been required to be made.
23.4 If a refund, credit or similar relief against Taxation is or may be available in respect of any amount deducted or withheld and the subject of a corresponding additional payment under subclause 23.3, the relevant Seller and the Purchaser shall co-operate with each other in seeking to obtain such refund, credit or relief. If the Purchaser has obtained, utilised and retained such a refund, credit or relief, the Purchaser shall pay to the Seller the amount which the Purchaser determines, in good faith, will leave the Purchaser (after that payment) in the same after-Tax position as it would have been in had the deduction or withholding giving rise to the relevant additional payment not been required to have been made.
23.5 The Purchaser may deduct from any amount payable by it under this agreement:
(a) to a Seller (other than Sebastien de Halleux, if he has executed a Deed of Adherence as contemplated by subclause 24.3) an amount equal to any amount or amounts in respect of income tax, National Insurance contributions (including employer’s National Insurance contributions) or social security contributions for which any member of the Purchaser’s Group (including a Group Company) is liable, or liable to accou...
