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Setoff and Withholding Sample Clauses

Setoff and Withholding. The Parties hereby agree that in the event of a buyout pursuant to this Contract: (a) the purchasing Party shall have the right to set off from the buyout price otherwise to be paid to the selling Party any outstanding amount owed or payable by the selling Party to the purchasing Party at the time and/or withhold for and on behalf of the Company from such buyout price any outstanding amount owed or payable by the selling Party to the Company at the time and deliver such withheld amount to the Company; (b) the selling Party shall, in the case the purchasing party being a third party, assure that such third party shall agree to withhold from the buyout price to be paid to the selling Party any outstanding amount owed or payable by the selling Party to the Company and/or the other Party at the time and deliver such amount directly to the Company and/or the other Party, as the case may be. The Parties understand that failure to do so shall be proper ground for the other Party to refuse to give its consent to such buyout.
Setoff and Withholding. 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. If County disputes in good faith any portion of an invoice, County 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 the subpart entitled “Dispute Resolution.” To the extent allowed by law, no interest shall become due on amounts to be paid by County which are disputed by County in good faith. If County withholds any payment pursuant to this section, County shall notify Service Provider of the basis for such withholding. Upon resolution of the dispute, County shall pay to Service Provider such portion, if any, of the disputed amount determined to be owing to Service Provider.
Setoff and Withholding. (a) Notwithstanding any other provision of this Master Agreement, a Party who is owed any undisputed amount by the other Party may, at its option, set off that amount as a credit against any undisputed amounts it otherwise owes to the other Party. (b) If Nuevo reasonably disputes in good faith any portion of an invoice, Nuevo shall nevertheless pay the full dollar amount of such invoice when due. If the invoice amounts disputed by Nuevo aggregate more than $1,000,000, then the disputed amounts will be deposited by the Parties into an escrow account with a third party escrow agent that shall be a United States National Bank selected by the Party making the escrow deposit, pending resolution of the dispute by mutual agreement or pursuant to Article 17 of this Master Agreement. (c) If Torch reasonably disputes in good faith any request for issuance of a credit or other claim by Nuevo for reimbursement of any amount, Torch shall pay or credit the dollar amount due that is not so disputed and may, at its option, withhold such disputed portion pending resolution of the dispute by mutual agreement or pursuant to Article 17 of this Master Agreement. If Torch withholds any payment or credit pursuant to this Section 7.5(c), Torch shall notify Nuevo of the basis for such withholding in accordance with Section 18.9. Upon resolution of the dispute, Torch shall pay or credit to Nuevo such portion, if any, of such disputed amount determined to be owing to Nuevo. If the disputed amounts withheld by Torch aggregate more than $1,000,000, then the disputed amounts will be deposited by Torch into an escrow account with a third party escrow agent that shall be a United States National Bank selected by the Party making the escrow deposit, pending resolution of the dispute.
Setoff and WithholdingBuyer may setoff any amount due to Seller, whether or not under the Order, against any amount owed by the Seller. Buyer may withhold from payment to Seller an amount sufficient to reimburse Buyer for any loss, damage, expense (including attorneys’ fees), cost or liability relating to Seller’s alleged or actual failure to comply with any requirement of the Order or any other contract between parties.
Setoff 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 Advantica disputes in good faith any portion of an invoice, Advantica 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 19 (Dispute Resolution). If Advantica withholds any payment pursuant to this Section 14.5(b), Advantica shall notify Supplier of the basis for such withholding in accordance with Section 20.9 (Notices). Upon resolution of the dispute, Advantica shall pay to Supplier such portion, if any, of the disputed amount determined to be owing to Supplier.

Related to Setoff and Withholding

  • Deductions and Withholding The Executive agrees that the Company or its subsidiaries or affiliates, as applicable, shall withhold from any and all compensation paid to and required to be paid to the Executive pursuant to this Agreement, all Federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes or regulations from time to time in effect and all amounts required to be deducted in respect of the Executive’s coverage under applicable employee benefit plans. For purposes of this Agreement and calculations hereunder, all such deductions and withholdings shall be deemed to have been paid to and received by the Executive.

  • Deductions and Withholdings All amounts payable or which become payable hereunder shall be subject to all deductions and withholding required by law.

  • Taxes and Withholding No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal, state, local, foreign income, employment or other tax purposes with respect to any Restricted Stock Units, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The obligations of the Company under this Agreement shall be conditioned on compliance by the Participant with this Section 8, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant, including deducting such amount from the delivery of Shares upon settlement of the Restricted Stock Units that gives rise to the withholding requirement.

  • Taxes and Withholdings The Employer may withhold from any amounts payable under this Agreement, including any benefits or Severance Payment, such federal, state or local taxes as may be required to be withheld pursuant to applicable law or regulations, which amounts shall be deemed to have been paid to Executive.

  • Damages and Withholding Notwithstanding any other remedial action by the UCRC, the Contractor shall remain liable to the UCRC for any damages sustained by the UCRC by virtue of any breach under this SCIA by the Contractor and the UCRC may withhold any payment to the Contractor for the purpose of mitigating the UCRC’s damages, until such time as the exact amount of damages due to the UCRC from the Contractor is determined. The UCRC may withhold any amount that may be due the Contractor as the UCRC deems necessary to protect the UCRC against loss.

  • Xxx Withholding Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

  • Share Withholding The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no event may a Participant have Shares withheld that would otherwise be issued to him or her in excess of the number necessary to satisfy the minimum legally required tax withholding.

  • Required Withholding Each of the Exchange Agent, Parent, and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

  • No Withholding The transaction contemplated herein is not subject to the tax withholding provisions of Section 3406 of the Code, or of Subchapter A of Chapter 3 of the Code or of any other provision of law.

  • Tax Liability and Withholding 8.1. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.