Examples of Tooling 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.
In the event the borrowing base includes tooling receivables, Agent Bank may also reserve Tooling Setoffs against the borrowing base under the Loan Documents.
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.
In the case of Material Setoffs and Tooling Setoffs, Customer must give Agent Bank and Supplier written notice of the amount of the Material Setoff and Tooling Setoff (each, a “Setoff Notice”) and (1) such Material Setoffs may only be asserted against accounts payable arising from shipments made by Supplier more than three (3) business days after Agent Bank’s and Supplier’s receipt of such Setoff Notice and (2) such Tooling Setoffs may only be taken against the Tooling payable to which it relates.