Other Offsets Sample Clauses

The "Other Offsets" clause establishes the right of one party to reduce amounts owed under a contract by any sums that are due to them from the other party, outside of the specific transaction at hand. In practice, this means if Party A owes Party B money under the contract, but Party B also owes Party A money from a different agreement or obligation, Party A can deduct that amount from what they pay. This clause helps streamline settlements between parties with multiple financial interactions, preventing unnecessary payments back and forth and reducing the risk of overpayment or missed credits.
Other Offsets. In the event that, notwithstanding [****] Astellas offsets a portion of the Regadenoson Royalty under any provision of the Astellas Agreement [****] or Astellas offsets [****] CVT or any of its Affiliates and Astellas or any of its Affiliates, [****] (any such offset, an “Other Offset”), the following provisions shall apply: (i) in connection with the delivery of any Royalty Report or CVT Officer’s Certificate under Section 3.2 or Section 3.4, as applicable, that includes an Other Offset, the Parties’ Primary Contacts will discuss the nature of the CVT obligation to Astellas giving rise to such Other Offset and the amount of such Other Offset and attempt to agree in writing on (A) whether an actual CVT obligation to Astellas exists that gives rise to such Other Offset and the portion of such Other Offset that correctly represents an actual obligation of CVT to Astellas and the amount of such Other Offset (any such agreed upon amount being referred to herein as the “Agreed-On Other Offset Amount”) and (B) the portion of such Other Offset, if any, that is in excess of the correct amount of such Other Offset (any such agreed upon amount being referred to herein as the “Agreed-On Excess Other Offset Amount”); (ii) to the extent the Parties’ Primary Contacts are unable to agree on whether an actual CVT obligation to Astellas exists giving rise to such Other Offset, or the correct amount for an Other Offset or as to the amount by which any amount taken as an offset exceeds the correct Other Offset (any such disputed amounts being referred to as the “Disputed Other Offset Amounts”), within [****] following delivery of the applicable Royalty Report or CVT Officer’s Certificate under Section 3.2 or Section 3.4, as applicable, each Party shall designate an executive officer to discuss the matter with an executive officer of the other Party and attempt to reach agreement in writing on the Agreed-On Other Offset Amount and the Agreed-On Excess Other Offset Amount within [****] following the end of the prior [****] period (and, if they agree upon the same during such period, such amounts shall no longer be Disputed Other Offset Amounts but shall become Agreed-On Other Offset Amounts and Agreed-On Excess Other Offset Amounts); (iii) in the event of any Other Offset, the payments which TPG-Axon is entitled to in payment of the TPG-Axon Royalty Interest shall be reduced based on the applicable Other Offset to the extent of the amount calculated by [****] by [****] and CVT...
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Other Offsets. The sum of the annual amounts of the following benefits payable to the Participant under: (1) the RPSE, (2) any plan or program of Navistar Canada, Inc. (named International Truck and Engine Corporation Canada immediately prior to February 20, 2008), and each successor thereto, providing defined benefit retirement benefits, (3) the following former deferred profit sharing plans: Employees’ Retirement Savings and Profit Sharing Plan of the ▇▇▇▇▇ ▇. ▇▇▇▇▇ Co.; Solar Aircraft Company Employees’ Profit Sharing Retirement Plan; or former Navistar International Transportation Corp. Profit Sharing Plan for Eligible Employees, with such amounts determined on the basis of the actuarial equivalent of distributions related to account balances thereunder; (4) any other pension plan or program of the Company or of its foreign or domestic subsidiaries providing defined benefit retirement benefits, but excluding the Navistar, Inc. Supplemental Executive Retirement Plan (named the International Truck and Engine Corporation Supplemental Executive Retirement Plan immediately prior to February 27, 2008), (5) any foreign social security program, excluding amounts defined in Section 1.20. (In cases where the Employee is eligible for U.S. Social Security Benefits and has not been compensated for his/her contributions to the foreign social security programs, only the estimated Company-purchased portion of foreign social security benefits shall be used. In cases where the Employee is not eligible for U.S. Social Security Benefits, the entire amount of foreign social security shall be used.), and (6) any severance or termination benefits required by a foreign government. The determination of the retirement benefits that the Participant is eligible to receive from the retirement plan of the foreign subsidiary or affiliated company and foreign social security benefits shall be made at time of the Employee’s Actual Retirement Date or the first date the Participant is eligible to receive such benefits, if later, and shall not be subject to change thereafter for purposes of determining the Allowance under the Plan.
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Other Offsets. The Facility may also procure offsets by purchasing Class 1 Massachusetts Renewable Energy Certificates, investing in Massachusetts RPS-eligible, local renewable generation projects or energy efficiency and demand response projects that supply capacity to the NEMA/Boston area, or other methods that are approved by CLF as real, permanent, verifiable, surplus offsets of GHG emissions in Massachusetts or in connection with electricity supplied to Massachusetts customers. Any offsets created in accordance with this provision shall be calculated as follows:
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Related to Other Offsets

  • Action Without a Meeting On any matter that is to be voted on, consented to or approved by Members, the Members may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be approved by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted.

  • Due Dates Other Than the First of the Month Mortgage Loans having Due Dates other than the first day of a month shall be accounted for as described in this Section 4.04. Any payment due on a day other than the first day of each month shall be considered due on the first day of the month following the month in which that payment is due as if such payment were due on the first day of said month. For example, a payment due on August 15 shall be considered to be due on September 1 of said month. Any payment collected on a Mortgage Loan after the Cut-off Date shall be deposited in the Custodial Account. For Mortgage Loans with Due Dates on the first day of a month, deposits to the Custodial Account begin with the payment due on the first of the month following the Cut-off Date.

  • Adjustments Resulting in Underpayments In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store Group in accordance with Section 2 and Corner Store shall pay to Valero any amount due Valero (or Valero shall pay Corner Store any amount due Corner Store) under Section 2 within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c).

  • Publicly Known Without Breach Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

  • OTHER LEAVE WITH OR WITHOUT PAY 17.01 In respect to applications for leave made pursuant to this Article, the employee may be required to provide satisfactory validation of the circumstances necessitating such requests.