Payment Offset definition

Payment Offset means, as of any date, the then-current amount of (i) any amounts payable to Purchaser from the Escrow Account under a Final Resolution that have not yet been paid and (ii) any Claim Amount which would be payable to Purchaser from the Escrow Account under any valid Claim Notice delivered in accordance with ARTICLE X with respect to Claims that remain pending and are not yet subject to a Final Resolution. For the avoidance of doubt, “Payment Offset” shall include amounts payable, or which would be payable, to Purchaser from the Escrow Account in respect of Special Indemnity Claims, subject to the terms and conditions of this Agreement, including (in particular) the first sentence of this definition.
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Examples of Payment Offset in a sentence

  • Notwithstanding anything to the contrary in this Agreement, no amounts payable (or potentially payable) to Seller pursuant to Sections 3.4(a) and 3.4(b) shall be subject to any reduction or offset by any Payment Offset.

  • Any such Payment Offset will be released from the Escrow Account upon Final Resolution of the relevant Claim, with Purchaser receiving any disbursements required with respect to such Claim pursuant to the terms of Section 10.2 and the remainder of the Escrow Account being released to the Indemnifying Party.

  • The Seller acknowledges that its right to receive any amounts pursuant to Section 3.4 is subject to the terms and conditions set forth in this Agreement, including (in particular) this Article III and Article X, and subject to the terms and conditions set forth in this Article III, such right is contingent on both the performance of the Company and its Subsidiaries for periods after the Closing and any Payment Offset (as applicable).

  • The amount of the Prior Cash Payment Offset is the Actuarial Equivalent of the benefit satisfied with such cash payments, determined as if such benefit were payable in the form of a single life annuity that commences on the Participant's Normal Retirement Date or, if later, the Participant's Separation Date.

  • Such Early Payment Offset Amount shall be equal to the amount which the Company would have paid for capacity in that month if Contracted Capacity payments had been calculated pursuant to Contracted Capacity Payment Option 1 in COG-2 and the CEP had elected to begin receiving Contracted Capacity payments on, minus the Monthly Contracted Capacity Payment the Company makes to the CEP (assuming the MPS are met or exceeded), pursuant to the Contracted Capacity Payment Option chosen by the CEP in Section 6.b.ii.

  • Either party may propose new values for one or more of the following factors used to calculate the Award Amount: the Compensation Amount, RTP Multiplier, or Prior Payment Offset.

  • Such payment shall be debited from the Capacity Account as an Early Payment Offset Amount provided that any such payment will not exceed the current balance in the Capacity Account.

  • The parties hereto agree that, with respect to any Tenant Payment Offset, for all purposes, the Tenant Payment Offset Amount with respect to such Tenant Payment Offset shall be deemed to have been paid by Tenant as Rent (or as such other amount due).

  • Monthly Capacity Payments will not be made to the CEP for any month the CEP fails to meet the MPS and if applicable, a payment will be required by the CEP to the Company in an amount equal to the Early Payment Offset for that month.

  • If an SOW/PWS/SOO is not required, the first step is to compare prices from appropriate Schedule contractors.

Related to Payment Offset

  • Payment Ahead means, with respect to a Precomputed Receivable and a Collection Period, any Excess Payment (not representing, when added to any Deferred Prepayment with respect to such Precomputed Receivable, a prepayment in full of such Precomputed Receivable) which the Servicer, in accordance with its customary servicing practices, will apply towards the payment of Scheduled Payments due in one or more future Collection Periods.

  • Reimbursement Payment shall have the meaning given to that term in Subparagraph 2.02(c).

  • Event Payments has the meaning set forth in Section 6.1(d).

  • Termination Payment has the meaning set forth in Section 6.03.

  • Make-Whole Payment means, with respect to any Series 2018-2 Note on any Optional Repurchase Distribution Date, the pro rata share with respect to such Series 2018-2 Note of the excess, if any, of (x) the sum of the Discounted Values for each Remaining Distribution Amount with respect to each Applicable Distribution Date over (y) the Series 2018-2 Invested Amount as of such Optional Repurchase Distribution Date (determined after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date).

  • Termination Payments has the meaning specified in Section 10(a).

  • Compensation Payment means a payment, whether in monetary form or in the form of a benefit or service, by or on behalf of an insurer to a complainant to compensate the complainant for a proven or estimated financial loss incurred as a result of the insurer’s contravention, non-compliance, action, failure to act, or unfair treatment forming the basis of the complaint, where the insurer accepts liability for having caused the loss concerned, but excludes any –

  • Payment means any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

  • Debit Payment means a particular transaction where a debit is made.

  • Revenue sharing means sharing tax increment proceeds as defined in ORS 457.470.

  • Repurchase Payment for any Repurchased Receivable as of the last day of any Collection Period, means the sum of the Principal Balance thereof as of the beginning of such Collection Period plus interest accrued thereon through the due date for the Obligor’s payment in such Collection Period at the related APR, after giving effect to the receipt of monies collected on such Repurchased Receivable, if any, during such Collection Period.

  • Late Payment Surcharge shall have the meaning ascribed thereto in Article 10.3.3 of this Agreement;

  • Capitation Payment means a payment the STATE makes periodically to the MCO for each Enrollee covered under the Contract for the provision of services as defined in Article 6 regardless of whether the Enrollee receives these services during the period covered by the payment.

  • offset [2707,2711]},{"key":"replacement-guarantor","type":"clause","offset":[2731,2752]},{"key":"of-seller","type":"clause","offset":[2833,2842]},{"key":"date-of","type":"clause","offset":[2853,2860]},{"key":"based-on-the","type":"clause","offset":[2906,2918]},{"key":"most-recent","type":"definition","offset":

  • Co-payment means a relatively small amount of money paid by the insured person towards the cost of each day in a private hospital per episode of care, with Latrobe paying the rest of the cost.

  • Termination Payment Date means the date on which the RECIPIENT is required to repay to ECOLOGY any outstanding balance of the loan and all accrued interest.

  • Aggregate Payments means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • PRE-PAYMENT The Tenant shall: (check one)

  • Installment Payments shall have the meaning set forth in Section 5(b)(ii).

  • Swap Termination Payment Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Swap Administrator to the Swap Provider from payments from the Trust Fund, or by the Swap Provider to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant to the terms of the Swap Agreement.

  • Agent Payment Account means account no. 5000000030266 of Agent at Wachovia Bank, National Association, or such other account of Agent as Agent may from time to time designate to Administrative Borrower as the Agent Payment Account for purposes of this Agreement and the other Financing Agreements.

  • Payments refers to anything of value, including cash, gifts, travel expenses, entertainment, offers of employment, provision of free services, and business meals. It may also include event sponsorships, consultant contracts, fellowship support, job offers, and charitable contributions made at the request of, or for the benefit of, an individual, his or her family, or other relations, even if made to a legitimate charity.

  • Past Due Rent Payment is defined in Section 2.2(g).

  • Advance Payment shall have the meaning set forth in Clause 19.2; “Affected Party” shall have the meaning set forth in Clause 21.1;

  • PURCHASE PAYMENTS [We reserve the right to reject any Purchase Payment.] Minimum Subsequent Purchase Payment: [$500 for both Non-Qualified and Qualified, unless you have elected an automatic sweep program.]

  • Installment Payment has the meaning ascribed to it in Section 2.02(a).