Bona Fide Defense definition

Bona Fide Defense means, with respect to any Factor Sub Account and the applicable Customer, (a) any bona fide legal defense which is valid and has been asserted by such Customer in good faith to the payment, in whole or in part, of such Factor Sub Account by such Customer resulting from a breach by Client of its contract with, its representations and warranties (express or implied) at the time made to, or its other obligations (if any) owing to, such Customer in connection with such Factor Sub Account, including with respect to price, delivery, quantity, quality or any other material terms of the sale or service transaction, as applicable, (b) any counterclaim or set-off against Client unrelated to the specific Factor Sub Account, (c) the breach of any representation or warranty at the time made by Client to Factor Sub with respect to such Factor Sub Account, whether intentionally or unintentionally, or (d) any allowance, credit, acceptance of a return or other dilution or modification with respect to such Factor Sub Account made or granted after Credit Approval thereof by Factor Sub that is not authorized under the Agreement. “Bona Fide Defense” shall exclude (i) a Customer’s financial inability to pay or its discharge in bankruptcy or under other debtor protection law, (ii) illegality or defense as a result of a change in applicable law and (iii) excused payment as a consequence of enemy attack, civil commotion, strikes, lockouts, the act or restraint of public authorities, acts of God or force majeure. A Factor Sub Account that is subject to a dispute and nonpayment by the applicable Customer shall be deemed to be a subject to a Bona Fide Defense unless Factor Sub reasonably determines otherwise in good faith based on the information then available to it (a “Good Faith Determination”). Any determination made by Factor Sub as to any such dispute and nonpayment may change in light of information subsequently available to it. Client shall promptly provide Factor Sub with such further information as Factor shall request concerning such dispute and non-payment.
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Examples of Bona Fide Defense in a sentence

  • Bona Fide Defense [61] Turning to the substance of the first respondent’s defense, I point out that this is where the majority of the argument in Court before me was focused on.

  • Neither the faith and credit nor the taxing power of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof is pledged to the payment of the principal of or the interest on the Bonds.

Related to Bona Fide Defense

  • Bona Fide Debt Fund means any fund or investment vehicle that is primarily engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and other similar extensions of credit in the ordinary course.

  • Bona fide means a licensed fishing boat marked with its licensed fishing boat number, with a fishing crew who hold commercial fishing licences;

  • Equitable Defense means any Bankruptcy or other laws affecting creditors’ rights generally, and with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending.

  • third party proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation.

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • Equitable Defenses means any bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings may be pending to obtain same.

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Defense shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim;

  • Bona fide employee means a person, employed by a bidder and subject to the bidder's supervision and control as to time, place, and manner of performance, who neither exerts, nor proposes to exert improper influence to solicit or obtain contracts nor holds out as being able to obtain any contract(s) through improper influence.

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Third Party Payment means payment through an instrument issued from a bank account other than that of the beneficiary investor. In case of payments from a joint bank account, the first named investor/holder of the mutual fund folio has to be one of the joint holders of the bank account from which payment is made.

  • Released Defendant Claims means any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, counterclaims, offsets, issues, and controversies of any kind, nature, or description whatsoever, whether accrued or unaccrued, disclosed or undisclosed, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, whether based on state, local, federal, statutory, regulatory, common, or other law or rule, including known claims and Unknown Claims, which any Defendant ever had, now has, or may have against any of the Plaintiff Released Persons and/or the Released SLC Persons that arise out of, are based upon, or relate to the institution, prosecution, or settlement of the claims asserted in the Action. For the avoidance of doubt, the Released Defendant Claims shall not include any claims to enforce this Stipulation or the Settlement.

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Third Party Liability has the meaning ascribed thereto in Section 8.3.2;

  • Excluded Amounts means:

  • Third Party Infringement Claim has the meaning set forth in Section 9.4.

  • Prospective Client means any person or entity to which the Corporation, or any of its Subsidiaries, provided, or from which the Corporation, or any of its Subsidiaries received, a proposal, bid, or written inquiry (general advertising or promotional materials and mass mailings excepted) and with which the Participant had contact, or about which the Participant had access to Confidential Information, during the last twelve (12) months of his or her employment.

  • Third Party Payments means the payment made through instruments issued from an account other than that of the beneficiary investor mentioned in the application form. However, in case of payments from a joint bank account, the first named applicant/investor has to be one of the joint holders of the bank account from which payment is made.

  • Section 510(b) Claims means any Claim or Interest against a Debtor subject to subordination under section 510(b) of the Bankruptcy Code, whether by operation of law or contract.

  • Settlement Class Period means the period from and including January 1, 2000 through July 20, 2021.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Infringement Claim means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.

  • Competing Transaction has the meaning set forth in Section 6.1(n).