Setoff; Contingent or Disputed Claims Sample Clauses

Setoff; Contingent or Disputed Claims. Customer agrees to pay all undisputed charges under this Agreement without counterclaim, set-off or deduction. In the event that Customer legitimately and reasonably disputes an invoiced amount, Customer will provide HTWC with written notice of the amount in dispute and the basis for the dispute. HTWC agrees that it will work with Customer to resolve the dispute reasonably and expeditiously within a thirty (30) day period.
Sample 1Sample 2
AutoNDA by SimpleDocs
Setoff; Contingent or Disputed Claims. Akida agrees to pay all undisputed charges under this Agreement without counter-claim, set-off or deduction. In the event that Akida legitimately and reasonably disputes an invoiced amount, Akida will provide KES with written notice of the amount in dispute and the basis for the dispute. KES agrees that it will work with Akdia to reasonably and expeditiously resolve the dispute within a thirty (30) day period.
Sample 1
Setoff; Contingent or Disputed Claims. All amounts due from EMCORE to Fastrain are net of any indebtedness of Fastrain to EMCORE. In addition to any right of set-off, deduction or recoupment provided or allowed by Law, EMCORE may, following good faith discussion with Fastrain, set off against, and deduct and recoup from, any amounts due or to become due from EMCORE to Fastrain, any amounts due from Fastrain to EMCORE, including for damages resulting from breaches by Fastrain of its obligations under this Agreement or any other agreement between such parties. If an obligation of Fastrain is disputed, contingent or unliquidated, payment by EMCORE of the disputed portion of the amount due may be deferred until such dispute is resolved, provided that such dispute shall be resolved promptly, and each Party shall seek to resolve such dispute in good faith in accordance with the requirements set forth in Section 17.16 of this Agreement. In the event of Fastrain's bankruptcy, if all of the contracts (including this Agreement) between EMCORE and Fastrain have not been promptly assumed by Fastrain (under applicable Law), EMCORE may withhold payment to Fastrain for Products undelivered (via administrative hold or otherwise) until the risk of potential rejection and other losses is eliminated.
Sample 1
Setoff; Contingent or Disputed Claims. All amounts due from Buyer to Seller are net of any indebtedness of Seller or the ABS Shareholder to Buyer, as set forth in the Share Purchase Agreement. In the event that the transactions contemplated by the Share Purchase Agreement are not consummated by Share Purchase Agreement Termination Date, if either (a) the $1,712,500 Deposit referred to in the Share Purchase Agreement shall not be paid by the ABS Shareholder directly to the Buyer, or (b) the Buyer shall be unable to pay in full the amounts required to be paid to former investors in the Buyer under the Rescission Offer Registration Statement, in addition to any right of set-off, deduction or recoupment provided or allowed by Law, Buyer may, without notice to Seller, set off against, and deduct and recoup from, any amounts then due or to become due from the ABS Shareholder to Seller or its investors, including for damages resulting from breaches by the ABS Shareholder of his obligations under the Share Purchase Agreement or under any other agreement between the Buyer or any other Person with the ABS Shareholder that is applicable to Buyer (collectively, the “ABS Shareholder Obligations”). In such connection, the Buyer may reduce the Prices payable to Seller with respect to each invoice dated from and after the incurrence any ABS Shareholder Obligations, at the rate of 25% of the total amount due on such invoice until the ABS Shareholder Obligations shall have been paid in full.
Sample 1
Setoff; Contingent or Disputed Claims. All amounts due from Athenex to Supplier are net of any indebtedness of Supplier to Athenex. In addition to any right of set-off, deduction or recoupment provided or allowed by law, Athenex may, with written notice to Supplier, set off against, and deduct and recoup from, any amounts due or to become due from Athenex to Supplier, any amounts due or to become due from Supplier to Athenex, including for damages resulting from breaches by Supplier of its obligations under this Agreement or any other agreement between the Parties.
Sample 1
Setoff; Contingent or Disputed Claims. All amounts due from Buyer to Supplier are net of any indebtedness of Supplier to Buyer. In addition to any right of set-off, deduction or recoupment provided or allowed by law, Buyer may, without notice to Supplier, set off against, and deduct and recoup from, any amounts due or to become due from Buyer to Supplier, any amounts due or to become due from Supplier to Buyer, including for damages resulting from breaches by Supplier of its obligations under this Agreement or any other agreement between such parties. If an obligation of Supplier is disputed, contingent or unliquidated, payment by Buyer of all or any portion of the amount due may be deferred until such dispute contingency is resolved or the obligation is liquidated. In the event of Supplier’s bankruptcy, if all of the contracts (including this Agreement) between Buyer and Supplier have not been promptly assumed by Supplier (under applicable Law), Buyer may withhold payment to Supplier for Products previously delivered (via administrative hold or otherwise) until the risk of potential rejection and other losses is eliminated. {M1092782.4 }
Sample 1
Setoff; Contingent or Disputed Claims. Except as mutually agreed upon by the Parties or otherwise contemplated by this Agreement, each Party shall perform its obligations under this Agreement without setoff, deduction or recoupment of any kinds for amounts owed or payable by the other Party whether under this Agreement, applicable Law, or otherwise and whether relating to the other Party’s breach, bankruptcy, or otherwise. If an obligation of a Party is disputed, contingent or unliquidated, the Parties shall mutually agree upon a deferral, if any, of such obligation until such dispute or contingency is resolved or the obligation is liquidated.
Sample 1
AutoNDA by SimpleDocs
Setoff; Contingent or Disputed Claims. All amounts due from Purchaser to Seller are net of any indebtedness of Seller to Purchaser. In addition to any right of set-off, deduction or recoupment provided or allowed by Applicable Law, Purchaser may, without notice to Seller, set off against, and deduct and recoup from, any amounts due or to become due from Purchaser to Seller, any amounts due or to become due from Seller to Purchaser, including for damages resulting from breaches by Seller of its obligations under this Agreement or any other agreement between such parties. If an obligation of Seller is disputed, contingent or unliquidated, payment by Purchaser of all or any portion of the amount due may be deferred until such dispute contingency is resolved or the obligation is liquidated. In the event of Seller's bankruptcy, if all of the contracts (including this Agreement) between Purchaser and Seller have not been promptly assumed by Seller (under Applicable Law), Purchaser may withhold payment to Seller for ERS previously delivered (via administrative hold or otherwise) until the risk of potential rejection and other losses is eliminated.
Sample 1

Related to Setoff; Contingent or Disputed Claims

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid.

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • No Contingent Liabilities There are no known contingent liabilities of the Funds not disclosed and there are no legal, administrative or other proceedings pending, or to the knowledge of the Acquired Fund threatened, against the Acquired Fund or to the knowledge of the Acquiring Fund threatened against the Acquiring Fund which would materially affect its financial condition.

  • Disputed Payments If either Party, in good faith, disputes the accuracy of an invoice from the other hereunder, the disputing Party shall provide to the other Party an explanation of the basis for the dispute and shall pay to the other Party the portion of the invoice not in dispute by the due date (but shall not be required to pay the disputed portion). For the avoidance of doubt, a Party may dispute the accuracy of an invoice from the other hereunder after payment has been made in respect of such invoice. Any amount disputed by a Party pursuant to this Section 11.4 that is later conclusively determined (whether by agreement of the Parties or a final, non-appealable determination of a Governmental Authority with jurisdiction) to be properly due and payable shall be paid to the Party owed payment on or before ten (10) Days after such determination, together with interest accrued at the Interest Rate from the first Day following the date on which payment would have been made if not disputed to but excluding the date payment is made.

  • Debt; Contingent Obligations No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for Permitted Debt. No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, assume, incur or suffer to exist any Contingent Obligations, except for Permitted Contingent Obligations.

  • Contingent Obligations Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:

  • Contingent Obligation any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

Time is Money Join Law Insider Premium to draft better contracts faster.