Allowed Setoffs definition

Allowed Setoffs means Setoffs for (1) any and all defective or nonconforming Component Parts, quality problems, recall costs, warranty costs, premium freight charges (not caused by such Customer) necessary to avoid production interruption with respect to such Customer, in each case to the extent provided for under the applicable Purchase Orders, but excluding any incidental, special or consequential damages arising from or relating to such items, and (2) Customer’s reasonable professional fees and costs incurred relating to Supplier to the extent provided for under the applicable Purchase Orders; provided, however, in no event may Allowed Setoffs exceed 10% of the face amount of a bona fide invoice or group of invoices except as otherwise itemized on Schedule 3(a)(2) for each respective Customer (the “Allowed Setoff Cap”). Customers may deduct the amount of the Allowed Setoffs that exceeds the Allowed Setoff Cap with respect to one invoice or group of invoices against any subsequent invoices or group of invoices, subject to the Allowed Setoff Cap with respect to such subsequent invoices or group of invoices. Upon request by Supplier, each Customer shall provide reasonably detailed written substantiation of any Permitted Setoffs asserted by such Customer. For clarity, Billing Errors and Ordinary Course Setoffs are not subject to the Allowed Setoff Cap.
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Allowed Setoffs means (a) ordinary course setoffs, recoupments or deductions for defective or non-conforming product, quality problems, warranty claims for which Vulcan is liable, unordered or unreleased parts returned to Vulcan, short shipments, misshipments, improper invoices, duplicate payments or billing errors (collectively, the "Ordinary Course Offsets"), which Ordinary Course Offsets shall not exceed $19,000, cumulatively, and (b) the sum of $382,000.
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Allowed Setoffs means (a) setoffs, recoupments or deductions for defective or nonconforming products, quality problems (other than defects, nonconformities or quality problems resulting from Supplier's adherence to written directions furnished by Customer), unordered or unreleased parts which Customer is not otherwise obligated to accept pursuant to this Agreement and which are returned to Supplier, short shipments, misshipments, premium freight charges (not caused by Customer), improper invoices, mispricing, duplicate payments or billing errors; provided, however, Customer shall not have a right of setoff or recoupment for any incidental, special or consequential damages; (b) materials or components purchased by Customer and provided to Supplier to be used in connection with Customer's production, and (c) Customer's professional fees and costs incurred relating to Supplier (collectively, the "Professional Fees") up to $50,000 per month (the "Monthly Limit"). Any Professional Fees in excess of the Monthly Limit may be carried forward to subsequent months provided the aggregate amount of each monthly setoff does not exceed the Monthly Limit. Subject to the terms of this Section 2, which is intended for the sole benefit of the Lenders only, Customer expressly reserves and does not waive any rights and interests it may have against Supplier, including setoffs asserted for defense purposes.
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Examples of Allowed Setoffs in a sentence

  • Allowed Setoffs, Material Setoffs, Tooling Setoffs, Ordinary Course Setoffs and Setoffs for Billing Errors are collectively called “Permitted Setoffs”.

  • To the extent the terms of any of the Purchase Orders do not expressly provide for the Consenting OEMs to exercise rights of setoff, recoupment and deduction in respect of Allowed Setoffs, Professional Fee Setoffs, Tooling Setoffs, and Materials Setoffs, Supplier agrees to each Consenting OEM exercising such rights on the terms set forth herein as consideration for the Customer Accommodations provided pursuant to this Agreement.

  • Supplier acknowledges and agrees that the Consenting OEMs are entitled, pursuant to the terms of the Purchase Orders and otherwise applicable law, to exercise rights of setoff, recoupment and deduction in respect of, among other things, Allowed Setoffs, Professional Fee Setoffs, Tooling Setoffs, and Materials Setoffs (each as defined herein).

  • Subject to the limitations described in the Global Accommodation Agreement, each of the Consenting OEMs has agreed not to exercise its rights to assert setoff, recoupment, or deduction against amounts owed to the Debtors other than those setoffs that are determined to be Allowed Setoffs, Materials Setoffs, Tooling Setoffs, and Professional Fee Setoffs, as set forth in the Global Accommodation Agreement.

  • Allowed Setoffs, Material Setoffs, Tooling Setoffs, and Setoffs for Billing Errors are collectively called “Permitted Setoffs”.

  • During the Term, each Consenting OEM will not exercise its rights of setoff, recoupment, or deduction against its bona fide accounts payable to Supplier that are generated prior to or during the Term on account of Component Parts, Tooling (as defined herein) or services received by such Consenting OEM, except for Allowed Setoffs, Professional Fee Setoffs, Tooling Setoffs, and Materials Setoffs.


More Definitions of Allowed Setoffs

Allowed Setoffs means Setoffs for (a) any and all defective or nonconforming Component Parts, quality problems, recall costs, warranty costs, unordered or unreleased parts returned to Supplier, premium freight charges (not caused by the applicable Customer) necessary to avoid production interruption, but excluding any incidental, special or consequential damages arising from or relating to such items and (b) Customer’s reasonable professional fees and costs incurred relating to Supplier (“Professional Fees”); provided, however, in no event may Allowed Setoffs exceed [REDACTED] of the face amount of a bona fide invoice or group of invoices (the “Allowed Setoff Cap”). Customers may deduct the amount of the Allowed Setoffs that exceeds the Allowed Setoff Cap against any subsequent invoices or group of invoices, subject to the Allowed Setoff Cap in respect of those subsequent invoices or group of invoices. Upon request by Supplier or Agent Bank, each Customer shall provide reasonably detailed written information regarding any Permitted Setoffs asserted by such Customer. For clarity, Billing Errors, Tooling Setoffs, and Material Setoffs are not subject to the Allowed Setoff Cap.
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Allowed Setoffs means setoffs, recoupments, or deductions for any and all defective or nonconforming products, quality problems, recall costs, warranty costs, unordered or unreleased parts that a Consenting OEM returns to Supplier, short shipments, misshipments, premium freight charges that were not caused by a Consenting OEM, improper invoices, mispricing, duplicate payments, or billing errors; provided that, Allowed Setoffs for any specific invoice or group of invoices may not exceed 2% of the aggregate face value of any bona fide invoice or group of invoices (the “Allowed Setoff Cap”). Allowed Setoffs specifically exclude: (i) Customer Indemnification Claims, Customer Recall Claims, Customer Recall Costs and Expenses, Replacement Kit Costs, and any other costs or expenses arising out of or related to the Recalls; and (ii) consequential, incidental or special damages arising from any prior, existing or future defaults under the Purchase Orders or arising under otherwise applicable law, in each case, related to PSAN Inflators or PSAN Modules, in respect of any breach or repudiation of any agreement between a Consenting OEM and Supplier.
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Allowed Setoffs means any setoff, recoupment, or deduction, whether for defective or nonconforming products, quality problems, unordered or unreleased parts returned to Supplier, short shipments, misshipments, premium freight charges (not caused by GM), improper invoices, mispricing, duplicate payments and/or billing errors, payments to tooling vendors and/or a third party for the purchase price of or costs to modify or repair tooling or any portion thereof, direct payments to vendors by GM or payments on Supplier’s behalf for the purchase of materials, services, or components used by Supplier in connection with the production of Component Parts, and professional fees and costs incurred in connection with Supplier, but excluding any incidental, special, or consequential damages arising from or relating to such items. For clarification, setoffs for amounts owing by Supplier to GM pursuant to the Second Lien Loan Agreement shall not be “Allowed Setoffs”.
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Related to Allowed Setoffs

  • Allowed Claim means an Allowed Claim of the type described.

  • Disallowed Claim means (a) a Claim, or any portion thereof, that has been disallowed by a Final Order or a settlement, (b) a Claim or any portion thereof that is Scheduled at zero or as contingent, disputed, or unliquidated and as to which a proof of claim bar date has been established but no proof of claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law, or (c) a Claim or any portion thereof that is not Scheduled and as to which a proof of claim bar date has been established but no proof of claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law.

  • Disallowed costs means those charges determined to be unallowable, in accordance with the applicable Federal statutes, regulations, or the terms and conditions of the Federal award. (2 CFR 200.31 and 45 CFR 75.2)

  • Allowed Secured Claim means all or that portion of a Secured Claim which is an Allowed Claim.

  • Allowed Unsecured Claim means all or that portion of an Unsecured Claim which is an Allowed Claim.

  • Intercompany Claims means, collectively, any Claim held by a Debtor against another Debtor.

  • Intercompany Claim means any Claim held by a Debtor against another Debtor.

  • Released Class Claims means the claims being released as described in Paragraph 6.2 below.

  • Allowed Interest means an Interest in any Debtor, which has been or hereafter is listed by such Debtor in its books and records as liquidated in an amount and not disputed or contingent; provided, however, that to the extent an Interest is a Disputed Interest, the determination of whether such Interest shall be allowed and/or the amount of any such Interest shall be determined, resolved, or adjudicated, as the case may be, in the manner in which such Interest would have been determined, resolved, or adjudicated if the Chapter 11 Cases had not been commenced; and provided further, however, that proofs of Interest need not and should not be filed in the Bankruptcy Court with respect to any Interests; and provided further, however, that the Reorganized Debtors, in their discretion, may bring an objection or motion with respect to a Disputed Interest before the Bankruptcy Court for resolution.

  • Unimpaired Claim means a Claim that is not impaired within the meaning of section 1124 of the Bankruptcy Code.

  • Rejection Damages Claim means any Claim on account of the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code or the repudiation of such contract.

  • Unsecured Claims means claims which are not secured by any property of the Debtor’s Estate and which are not part of any other class defined in this Plan.

  • Unimpaired Class means an unimpaired Class within the meaning of section 1124 of the Bankruptcy Code.

  • Other Priority Claims means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

  • Unsecured Claim means a Claim that is not an Administrative Claim, a Priority Tax Claim, a Priority Claim, or a Secured Claim.

  • Secured Claims means Claims held by “secured creditors” as defined in the CCAA, including Construction Lien Claims, to the extent of the Allocated Value of the Property securing such Claim, with the balance of the Claim being a Deficiency Claim, and amounts subject to section 6(6) of the CCAA;

  • Allowed Amount means the total amount of reimbursement allocated to a covered Service and includes both the BCBSAZ payment and the Member Cost-share payment. BCBSAZ calculates deductible and Coinsurance based on the Allowed Amount, less any access fees or Precertification Charges. BCBSAZ uses the Allowed Amount to accumulate toward any Out-of-pocket Coinsurance Maximum or Out-of-pocket Maximum that applies to the member’s Benefit Plan. The Allowed Amount does not include any balance bills from noncontracted Providers. The Allowed Amount is neither tied to, nor necessarily reflective of, the amounts Providers in any given area usually charge for their services. The table below shows how BCBSAZ determines the Allowed Amount:

  • Allowed Administrative Claim means an Administrative Claim that is an Allowed Claim.

  • Secured Claim means a Claim: (a) secured by a valid, perfected, and enforceable Lien on collateral to the extent of the value of such collateral, as determined in accordance with section 506(a) of the Bankruptcy Code or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code.

  • Related Claims means all Claims for Wrongful Acts based upon, arising out of, resulting from, or in any way involving the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances situations, transactions or events, whether related logically, causally or in any other way.

  • Disputed Claim means any Claim that is not Allowed.

  • Deficiency Claim means any portion of a Claim (a) to the extent the value of the holder’s interest in Assets securing such Claim is less than the amount of such Claim or (b) to the extent the amount of a Claim is subject to setoff is less than the amount of the Claim, each as determined by § 506(a) of the Bankruptcy Code.

  • Interests of the beneficiaries means the beneficial interests provided in the terms of the trust.

  • Subordinated Claims means the aggregate amount of all claims admitted in the winding up or dissolution of the Issuer which rank, or are expressed to rank, junior to claims in respect of the Senior Non-Preferred Notes or other Senior Non-Preferred Claims, including (without limitation) claims of creditors in respect of the Subordinated Notes, and the obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital, Additional Tier 1 Capital (including, without limitation, the Issuer’s permanent interest bearing shares (if any)) or CET1 Capital (including the Issuer’s core capital deferred shares (if any)); and

  • Preference Claim As defined in Section 4.02 hereof.

  • Other Priority Claim means any Claim other than an Administrative Claim or a Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.