Deductions from Payments Sample Clauses
The "Deductions from Payments" clause defines the circumstances under which one party may subtract certain amounts from payments otherwise due to the other party. Typically, this clause allows for deductions related to taxes, penalties, set-offs, or amounts owed for previous breaches or outstanding obligations. For example, if a contractor owes damages for late delivery, the client may deduct those damages from the next payment. The core function of this clause is to provide a clear mechanism for adjusting payments to account for financial obligations, thereby reducing disputes and ensuring that all parties fulfill their contractual responsibilities.
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Deductions from Payments. 4.5.1 The Owner may withhold payment of any amount otherwise due and payable to the Contractor hereunder:
4.5.1.1 If the Owner shall have reasonable grounds for believing that:
4.5.1.1.1 the Contractor will be unable to perform the Work or any portion thereof fully and satisfactorily in accordance with the project Schedule or any approved Work Schedule; or
4.5.1.1.2 a meritorious claim exists or will exist against the Owner, the City, the Additional Insureds, or the Other Interested Parties, or any of their respective Representatives arising out of the act, omission or negligence of the Contractor or the Contractor’s breach of any provision of this Contract; or
4.5.1.1.3 as may be authorized pursuant to the terms and conditions of this Contract including, without limitation, amounts to cover the following:
4.5.1.1.4 Retainage (Section 4.2.5);
4.5.1.1.5 Liquidated Damages (Section 2.5);
4.5.1.1.6 deductions pursuant to Change Orders (Section 5.4);
4.5.1.1.7 costs related to “Terminations for Cause” (Section 7.7);
4.5.1.1.8 security for warrantied Materials and Equipment and labor (Section 11.3);
4.5.1.1.9 discharge of liens and claims (Article 16);
4.5.1.1.10 costs of cleanup and rubbish removal (Section 3.8.2 of the General Requirements of the Scope of Work Documents (Part V.A));
4.5.1.1.11 costs incurred due to the Contractor’s failure to coordinate its work with other contractors (Section 2.6.2);
4.5.1.1.12 costs incurred due to delays caused to other contractors by the Contractor (Section 2.6.2);
4.5.1.1.13 costs incurred due to inspection, testing and correction of Work (Article 2 of the General Requirements of the Scope of Work Documents (Part V.A));
4.5.1.1.14 amounts necessary to indemnify the Owner pursuant to Article 8 and any other relevant indemnification provisions of this Contract; or
4.5.1.1.15 amounts retained or paid to Subcontractors pursuant to Section 6.1.6; or
4.5.1.1.16 amounts incurred to complete the Project satisfactorily in accordance with the Owner’s M/WBE Program and in order to meet the Participation Goal set for the Contract (Section 18.10.2).
4.5.2 Any amount so withheld may be deducted from the Maximum Contract Price, or retained by the Owner for such period as it may deem advisable to protect the Owner and the City against any loss and may, after written Notice to the Contractor, be applied in satisfaction of any claim herein described.
4.5.3 The Contractor shall, at its sole cost and expense, within five (5) days of written...
Deductions from Payments. All sums payable by a Party to any other Party under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever in respect of taxation, save as may be required by Law. Each Party shall be entitled, without prejudice to any other right or remedy, to receive interest on any payment not made on the due date calculated from day to day at a rate per annum equal to the Default Interest Rate from the day after the date on which payment was due up to and including the date of payment.
Deductions from Payments. (a) All sums payable by either the Seller or the Buyers under this Agreement shall be paid without any rights of counterclaim and set-off and free and clear of all deductions or withholdings of any kind, save only as may be required by law.
(b) Should any party be required by law to make a deduction or withholding from any payment made pursuant to this Agreement (other than a payment by a Buyer of, or in respect of, the Purchase Price), the relevant party shall provide such evidence of the relevant withholding as the other party may reasonably require and shall pay such sum as will, after the deduction or withholding has been made and, after taking into account any credit or relief which the other party may receive in consequence of such deduction or withholding, leave that party with the same amount as the party would have received had no deduction or withholding been made.
(c) If any sum paid by the Seller under this Agreement is subject to Tax in the hands of a Buyer (including where any Relief (as defined in Schedule 6.01) covers such Tax), the Seller shall pay such additional amount as shall ensure that the aggregate amount paid less the Tax payable in respect of such amount (or which would be payable but for such Relief) shall be the amount that the Seller would have paid if the payment had not been subject to Tax provided that this Clause 6.02(c) shall not operate to increase the Seller’s liability to the extent that the Tax in question would not have arisen but for
(i) any assignment by a Buyer of the benefit of this Agreement, or
(ii) either of the Buyers becoming resident for tax purposes in a jurisdiction other than its jurisdiction of incorporation.
Deductions from Payments. Notwithstanding any other provision to the contrary contained herein, Owner may withhold and shall have no obligation to make payments to Contractor hereunder and Owner may decide not to certify payment or may nullify the whole or a part of a certification for payment made pursuant to a previous Request for Payment to such extent as may be reasonably necessary to protect Owner from loss because of (a) Defects in the Work not timely remedied; (b) third-party claims filed against Owner, (c) Liens filed (that have not been bonded off as described in Section 2.9 or are not covered by insurance maintained hereunder); (d) failure of Contractor to make undisputed payments when due to Subcontractors; (e) damage to Owner or another contractor, including damage to the property of Owner or any of its Affiliates, to the extent the costs of such damages are not covered by insurance maintained hereunder; (f) damages caused by Contractor or its Personnel; (g) Contractor’s failure to deliver a recovery plan as set forth in Section 2.5.3 or the failure of Contractor to diligently proceed with the recovery plan; or (h) Contractor’s failure to provide information requested by Owner to ensure conformance of the Work to the requirements of this Agreement and Applicable Law or to measure the progress of the Work, as necessary to conform Contractor’s entitlement to payment. Contractor shall not have any rights of termination or suspension hereunder as a result of Owner’s exercise or attempted exercise of its rights under this Section 4.6. Owner shall release payments withheld pursuant to this Section 4.6 within thirty (30) days from the date when Contractor cures all such events or breaches to the reasonable satisfaction of Owner. If there is any dispute about any amount invoiced by Contractor, the amount not in dispute shall be promptly paid.
Deductions from Payments. 2.1 All sums payable by the Warrantors under any claim under the Tax Covenant shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding unless the deduction or withholding is required by law in which event the Warrantors shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by the Buyer will equal the full amount which would have been received by it had no such deduction or withholding been required, provided that this paragraph shall not apply to any interest payable under paragraph 5.3 of Part 4 of this Schedule.
2.2 If any amount payable under any claim under the Tax Covenant is subject to Tax, the amount so payable shall be grossed up by such amount as will ensure that after deduction of the Tax in question there shall be left an amount equal to the amount that would otherwise be payable under the claim, save that this paragraph shall not apply to the extent that such Tax arises or is increased as a consequence of any voluntary act of the Buyer.
2.3 Notwithstanding any other provision of this Schedule if the Warrantors make an increased payment under paragraphs 2.1 or 2.2 and the Buyer is entitled to and utilises a Tax credit that arises with respect to that payment, the Buyer shall pay the Warrantors an amount equal to the Tax credit.
Deductions from Payments. 5.1 All sums payable by the Seller to the Purchaser under this schedule shall be paid free and clear of all deductions or withholdings of any kind save only as may be required by law. Table of Contents
5.2 If the Seller is required by law to make a deduction or withholding from any payment referred to in paragraph 5.1, the Seller shall pay to the Purchaser such sum as will, after the making of any deduction or withholding, leave the Purchaser with the same amount as it would have received had no deduction or withholding been made.
5.3 If any sum payable by the Seller to the Purchaser under this schedule shall be subject to Tax in the hands of the Purchaser, the same obligation to make an increased payment as is referred to in paragraph 5.2 shall apply in relation to such Tax Liability as if it were a deduction or withholding required by law.
5.4 If the Seller pays an increased amount in accordance with paragraph 5.2 or 5.3 and the Purchaser obtains a credit or other relief as a result of the deduction or withholding or Tax Liability, the Purchaser shall reimburse the Seller with such amount as the Purchaser shall (acting in good faith) determine as leaving the Purchaser in no better or worse position than the Purchaser would have been in had no such deduction or withholding been made or Tax Liability arisen, but only to the extent that the Purchaser can do so without prejudicing the retention of any credit or relief obtained as a result of the relevant deduction or withholding or Tax Liability.
5.5 If the Purchaser assigns its rights under this agreement pursuant to Clause 16 (Assignment and Successors), then the assignee is only entitled to receive payment under paragraph 5.2 or 5.3 to the same extent as the Purchaser would have been entitled if the assignment had not occurred.
Deductions from Payments. 5.7.1 If in Genentech’s reasonable business judgment it is necessary to obtain a license under a issued patent of a Third Party in connection with the research, development, manufacture, distribution, use, sale, import or export of a Therapeutic Product, [*****], including fee, royalty or other payment, against the royalties payable pursuant to Section 5.4.1 – 5.4.3 above; provided, that [*****].
5.7.2 If in Genentech’s reasonable business judgment it is necessary to obtain a license under any Blocking Third Party Intellectual Property in connection with the research, development, manufacture, distribution, use, sale, import or export of a Diagnostic Product, [*****], including fee, royalty or other payment, against the royalties payable pursuant to Section 5.5 above; [*****] shall be in addition to, and not in lieu of, any other rights or claims Genentech may have under this Agreement or otherwise. For the purposes of this Section 5.7.2, “Blocking Third Party Intellectual Property” means, with respect to any country in the Territory, Patent rights in such country owned or controlled by a Third Research Collaboration and License Agreement (Tau) 18 CONFIDENTIAL FINAL EXECUTION VERSION Party that cover specific reagents, assays and/or platform or any other technology required for use or sale of a Diagnostic Product, if the manufacture, use or sale of such Diagnostic Product would in the absence of a license granted by such Third Party, infringe such Patent rights.
Deductions from Payments. Any payment to Contractor may be reduced or suspended when a provision of this Contract requires a payment or refund to the Department or an adjustment of a payment to Contractor.
Deductions from Payments. If in GenMark’s reasonable business judgment it is necessary or desirable to seek a license or immunity from suit from any Third Party in order for GenMark its Affiliates, distributors or Sublicensees, to exercise or use the rights granted to GenMark herein, or GenMark its Affiliates, distributors or Sublicensees, is otherwise required to pay to any Third Party any fee, royalty or other payment in connection with a right or license under any Third Party Digital Microfluidics or Digital Microfludies Related intellectual property to practice any Digital Microfluidics or Digital Microfludics Related technology for a Licensed Product under this Agreement, GenMark shall have the right to set off any amounts paid to such Third Party, including fee, royalty or other payment, against payment of up to *** of the royalty or Additional Margin payments otherwise payable hereunder; provided that in no event shall royalties or Additional Margin otherwise payable to ALL hereunder be reduced to less than *** of what would otherwise be owed be prior to any set off taken under this Section 6.11. Such right of offset shall be in addition to, and not in lieu of, any other rights or claims GenMark may have under this Agreement or otherwise. Prior to GenMark engaging in formal negotiations to incur any obligation to pay any Third Party any fee, royalty or other payment in connection with a right or license under any Third Party Digital Microfluidics intellectual property to practice any Digital Microfluidics technology for a Licensed Product under this Agreement, GenMark shall notify ALL of its intent to do so, and ALL shall have *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. thirty (30) days, or such other time as the Parties may agree, to obtain such right or license for the benefit of GenMark prior to GenMark incurring such obligation. Nothing in this Section 6.11 shall limit the rights of GenMark set forth in Section 9.5.
Deductions from Payments. 5.1 Except as required by law all payments by the Vendor under this Part 2 of this Schedule 4 will be made free and clear of all deductions and withholdings (whether in respect of Taxation or otherwise).
5.2 If any deduction or withholding is required by law to be made from any payment by the Vendor under this Part 2 of this Schedule 4 or if the Purchaser is subject to Taxation in respect of any payment by the Vendor under this Part 2 of this Schedule 4, the Vendor covenants with the Purchaser to pay to the Purchaser such additional amount as is necessary to ensure that the net amount received and retained by the Purchaser (after taking account of such deduction or withholding or Taxation) is equal to the amount which it would have received and retained had the payment in question not been subject to the deduction or withholding or Taxation.
5.3 In the event of the assignment of this Agreement the Vendor’s liability to the assignee under this Schedule 4 will be no greater than it would have been to the Purchaser.