Offset Provisions Clause Samples

Offset Provisions. 1. CN agrees that the Commonwealth may set off the amount of any state tax liability or other debt of CN or its subsidiaries that is owed to the Commonwealth and not being contested on appeal against any payments due CN under this or any other agreement with the Commonwealth.

Offset Provisions. Contractor agrees that Licensee may set off the amount of any state tax liability or other obligation of Contractor or its subsidiaries to the Commonwealth against any payments due Contractor under this or any other contract with the Commonwealth.

Offset Provisions. From time to time, the Floor Plan Borrowers may establish one or more general ledger accounts with the Swing Line Bank (collectively, the “Offset Accounts”) into which payments may be made and other funds may be deposited (the aggregate amount of such payments and funds credited to the Offset Accounts at any time herein referred to as the “Offset Amount”). At any time the Floor Plan Borrowers have established one or more Offset Accounts and any Offset Amount is credited to such Offset Accounts, solely for purposes of calculating interest pursuant to paragraph (d) above, for each day for which interest is to be calculated hereunder: (i) the principal amount of any outstanding Used Vehicle Floor Plan Loans and Used Vehicle Swing Line Loans shall be reduced by the Offset Amount (first reducing any Used Vehicle Swing Line Loans, if any and next reducing any Used Vehicle Floor Plan Loans); (ii) if any Offset Amount remains after application in accordance with clause (i), such Offset Amount shall reduce the New Vehicle Floor Plan Loans and the New Vehicle Swing Line Loans (first reducing any New Vehicle Swing Line Loans and next reducing any New Vehicle Floor Plan Loans). No reduction shall result in the principal amount of the Used Vehicle Swing Line Loans, Used Vehicle Floor Plan Loans, New Vehicle Swing Line Loans or New Vehicle Floor Plan Loans being less than zero. On the first Business Day of each month and from time to time upon request by the Agent, the Swing Line Bank shall provide the then current Offset Amount as well as the requested historical amounts thereof to the Agent.

Offset Provisions. 27.6.1 Lessee acknowledges and accepts the provisions of Chapter 18, Section 14 of the Charter of the City of Phoenix, pertaining to claims or demands against the City, including provisions therein for set-off of indebtedness to the City against demands on the City, which require that no payment be made to Lessee as long as there is any outstanding liquidated undisputed obligation due to the City and direct that any such obligations be offset against any payment due Lessee. 25.6.2 Lessee agrees to adhere to the prescribed procedure for presentation of claims and demands. Nothing in Chapter 18, Section 14 of the Charter of the City of Phoenix alters, amends or modifies the supplemental and complementary requirements of the State of Arizona Notice of Claim statutes, A.R.S. §§ 12-821 and 12- 821.01, pertaining to claims or demands against the City. If for any reason it is determined that the City Charter and state law conflict, then state law shall control. Moreover, nothing in this Lease shall constitute a dispute resolution process, an administrative claims process, or contractual term as used in A.R.S. § 12-821.01(C), sufficient to affect the date on which the cause of action accrues within A.R.S. § 12-821.01(A) and (B).

Offset Provisions. The Contractor, by execution of the agreement, certifies that it has no outstanding tax liability to Pennsylvania; authorizes the Department of Revenue to release information related to its tax liability to the Authority; and, authorizes the Commonwealth to set off any State and local tax liabilities of the Contractor or any of its subsidiaries, as well as any other amount due to the Commonwealth from the Contractor, not being contested on appeal by the Contractor, against any payment due to the Contractor under an agreement with the Commonwealth. The certification of no outstanding tax liability is a material representation of fact, upon which reliance is placed by the Authority in entering the agreement. If it is later determined that the Contractor knowingly rendered an erroneous certification, the Authority may find the Contractor in default and terminate the agreement. Such erroneous certification may also be grounds for initiation of civil or criminal proceedings.

Offset Provisions. Notwithstanding any other provisions of this Agreement, in the event, between the Closing Date and the date the Bonus Payment is paid, the Seller Indemnifying Parties becomes obligated to pay sums to Purchaser or any Purchaser Indemnified Party under this Agreement or any of the documents or agreements referenced herein or contemplated hereby (whether as a result of indemnity, breach of contract or otherwise), Purchaser shall have the right to and shall be obligated to reduce and offset payments due on the Bonus Payment in such amount or amounts as Purchaser (and any Purchaser Indemnified Party that is not promptly paid by the Seller Indemnifying Parties) is entitled to receive from the Seller Indemnifying Parties, and any such offset shall be deemed to be a payment of the Bonus Payment to the extent of such offset; provided, however, that any such offset shall not relieve the Seller Indemnifying Parties from paying all amounts that are due in excess of the amount offset. Prior to any offset under this Section 13.9, Purchaser shall have provided to the Seller Indemnifying Parties a notice of Purchaser Claim as 41 49 described in Section 13.3 or an otherwise reasonably detailed description of the matter giving rise to such offset.

Offset Provisions. Notwithstanding any other provisions of this Agreement or any other agreement referenced herein or contemplated hereby, in the event Seller becomes obligated to pay sums to Purchaser or any of the documents or agreements referenced herein or contemplated hereby (whether as a result of indemnity, breach of contract or otherwise), Purchaser shall be entitled to, and shall have the right to, reduce and offset payments due pursuant to this Agreement or any of the documents or agreements referenced herein or contemplated hereby.

Offset Provisions. The following provision is in addition to the offset provisions set forth in SECTIONS 2.7 and 2.11. Notwithstanding any other provision of this Agreement, in the event any Tristar Party shall pay, incur or suffer any Damage arising out of or resulting from or relating to any misrepresentation, breach of warranty or breach of any covenant, commitment or agreement made herein or undertaken herein by Seller (including, without limitation, any certificate delivered hereunder by Seller), the Tristar Parties and the Surviving Corporation shall have the right to and shall be obligated to reduce or offset payments due on the Offset Promissory Notes in such amount or amounts of such Damages, and any such reduction or offset shall be deemed to be a payment under the Offset Promissory Notes to the extent of such reduction or offset as of the date of issuance of such Offset Promissory Note. Any reduction or offset under this Article shall be pro rata against each Offset Promissory Note in accordance with the original stated principal amount of the Offset Promissory Notes. The Surviving Corporation shall deliver to each authorized holder of a Offset Promissory Note, at the address provided to the Surviving Corporation by such holder, prior written notice of a reduction or offset and a reasonably detailed description of the matter giving rise to such reduction or offset prior to such offset or reduction under this ARTICLE 13.

Offset Provisions. 1. Employer may seek to offset severance benefits against the executive’s income from subsequent employment. 2. Offset may be full (any employment income terminates severance benefits) or partial (employment income reduces severance on a benefit by benefit basis). Partial offset provisions provide a greater incentive for the executive to find new employment. 3. Offset may also be structured to apply to only a specific portion of the severance period. 4. Other offset design issues include the following: (a) Does deferred compensation from subsequent employer count? (b) Do earnings from self-employment count? (c) Does the executive have an obligation to seek new employment and, if so, is he only obligated to seek employment in a “comparable” position with a “comparable” employer. Will the noncompete provision effectively limit the executive’s ability to mitigate damages?