Set-off Procedure Sample Clauses

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Set-off Procedure. A participating FFI may request a withholding agent repay the participating FFI by applying the amount overwithheld under chapter 4 against any amount which otherwise would be required to be withheld under chapter 3 or 4 from income paid by the withholding agent to the participating FFI under the set-off procedures of §1.1474-2(a)(4). A participating FFI must make the request before the earlier of the due date for filing Form 1042-S (without regard to extensions), or the actual filing of Form 1042-S, for the calendar year of overwithholding.
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Set-off Procedure. If a party believes it has the right to offset the amount of any Losses (the “Claiming Party”), the Claiming Party shall notify the other party(ies) (the “Off-set Party”) of the amount of the Losses and the dollar amount to be offset as determined by the Claiming Party in good faith (such notice being deemed a “Notice of Claim”). Such Notice of Claim shall be given to the Off-set Party as soon as reasonably practicable after the Claiming Party incurred the Losses or learned of its right to offset and shall include an explanation of the Claiming Party’s rationale underlying such belief. The Off-set Party shall have 30 days from its, his or her receipt of the Notice of Claim in which to accept or dispute same, which if disputed, shall include an explanation of the Off-set Party’s rationale underlying such belief. If the Off-set Party fails to respond in writing within such 30 day period, the Notice of Claim shall be deemed approved by the Off-set Party. If the Off-set Party timely disputes the Notice of Claim in writing, the Claiming Party on the one hand, and the Off-set Party, on the other hand, shall attempt in good faith to agree on the rights of the respective parties with respect to such claim. If the parties agree on the amount to be offset, then the Claiming Party shall have the right to offset or cause the New LLC to offset such amount against any amounts owed to the Off-set Party in accordance with this Section 12.6.
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Set-off Procedure. In the event Modine ----------------- reasonably believes that any Modine Indemnified Costs (as defined in Section 7.1) have arisen during the term that one or more of the Notes are outstanding, other than those that relate to the soil contamination and remediation thereof at Seller's Harrodsburg, Kentucky manufacturing plant, as to which this Section 7.6 shall not apply, Modine may pay into an interest- bearing escrow account with a financial institution reasonably satisfactory to it (the "Escrow Agent"), an amount equal to such estimated Modine Indemnified Costs (the "Estimated Holdback"). Notwithstanding the maturity date of one or both of the Notes, such Estimated Holdback shall be held in escrow by the Escrow Agent pending resolution by binding mediation to be conducted in accordance with the mediation provisions of Exhibit VIII annexed hereto, of Modine's claim to indemnification pursuant to Article VII. Any additional amounts of principal and interest coming due on one or both of the Notes shall remain payable when due. Upon resolution of the mediation or upon written direction of the parties, that portion of the Estimated Holdback equal to the actual Modine Indemnified Costs, with interest accrued thereon, shall be returned to Modine, and the balance, with accrued interest, shall be delivered to Equion.
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Set-off Procedure. If it is finally determined that Buyer is entitled to identification pursuant to this Article 9, (except for Claims for fraud or tax liabilities) Buyer's sole remedy shall be to set-off against the Notes and Deferred Compensation the amount that Buyer is entitled to be indemnified for pursuant to Article 9. Buyer agrees that the set-off shall be made against the Notes and Deferred Compensation as follows: (i) first, Pro-Rata among the Merger Notes, the Tier I Notes and the Deferred Amounts until there is no remaining principal balance under such Notes and no remaining Deferred Amounts; and (ii) thereafter Pro Rata against the Tier 2 Notes. Unless the Stockholder Representative assumes control of an Indemnification Claim, Buyer shall notify the Stockholder Representative and the holders of Tier I Notes and Tier 2 Notes and the employees receiving Deferred Amounts who are subject to the set-off of its intent to set-off at least five (5) business days prior to the set-off, which notice shall provide the amount of the set-off and reasonable details of the basis for the set-off. The Stockholder Representative, employee or holder of a Note may object to the set-off by notifying Buyer of its objection within such five (5) day period, which notice shall provide reasonable detail of points of disagreement. If the parties are unable to resolve such dispute, the matter shall be submitted to arbitration pursuant to Section 10,13.
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Related to Set-off Procedure

  • Lay-off Procedure A permanent employee subject to lay off will be placed using the following procedures in the order set out below: a) An employee will first be offered any available permanent vacancy for which the employee has the required qualifications. The employee will have a maximum of five (5) working days to accept or reject such vacancy. If the employee accepts the vacancy and the hourly rate is lower in that vacant position, the employee's hourly rate will be maintained while the employee remains in that vacant position for a period of one (1) calendar year. b) If there are no vacancies available for which the employee has the required qualifications, or if available, the employee does not accept the vacancy and the Employer transfers or demotes the employee pursuant to Clause 10.05, the employee's hourly rate of pay will be maintained so long as the employee remains in the position to which the employee was transferred or demoted. The employee will not receive any further negotiated wage increases until the hourly rate of pay of the new position equals or surpasses the hourly rate of pay of their previous position. c) If there are no vacancies for which the employee has the required qualifications, or if available, the employee does not accept the vacancy and the Employer does not exercise its right under Clause 10.05, the employee may select a permanent position held by a less senior employee on the seniority list if they have the required qualifications. d) This process will continue in order of seniority until each permanent employee subject to lay off obtains a position for which they are qualified or it is determined there are no positions available for which the employee is qualified. If the employee does not select a position for which they are qualified, the employee shall be laid off. e) If the employee is not placed through the above procedures, the employee shall be laid off pursuant to Clause 10.03. f) Permanent full-time employees and permanent part-time employees will be restricted to positions under a), b), c), and d) on their respective seniority lists. g) If an employee is placed through any of the above procedures, the posting provisions under Clause 08.01 will not apply. h) Temporary employees in the same work area and who spend the majority of their time performing the same work as the employee subject to lay off will be terminated before the permanent employee is laid off. i) The procedures set out above in a) through h) shall be completed within twenty

  • CALL OFF PROCEDURE 4.1 If the Authority or any Other Contracting Body decides to source any of the Goods and/or Services through this Framework Agreement, then it shall be entitled at any time in its absolute and sole discretion during the Framework Period to award Call Off Agreements for the Goods and/or Services from the Supplier by following Framework Schedule 5 (Call Off Procedure). 4.2 The Supplier shall comply with the relevant provisions in Framework Schedule 5 (Call Off Procedure).

  • Layoff Procedure A. Once the University determines the need for a layoff exists, it shall employ the following procedure: 1. If at any time during the layoff process an employee submits his notice of retirement, resignation or volunteers for layoff, the University will review its layoff rationale. Where appropriate, the University may curtail staff reductions and/or recall laid-off employee(s). The University shall first lay off non-bargaining unit temporary employees with the same job classification and within the department(s) where the layoff(s) occurs. The University shall then lay off probationary employees with the same job classification and within the affected department(s). The University shall then lay off part-time employees with the same job classification and within the affected department(s). 2. If further reductions are required, employees in the affected job classification(s) shall be laid off as follows: a. any employees in the affected classification who have active discipline at the suspension (whether a working suspension or unpaid suspension) level or covered by a “last chance agreement” for conduct other than that covered by Article 41, or b. any employees who have an overall performance evaluation rating below standards (i.e. a “needs improvement” rating or below) for the two most recent performance evaluation rating periods, or c. in the inverse order of seniority. The remaining employees within the department or unit must be immediately qualified to perform the required work. For purposes of layoff, placement, bumping, and recall, “immediately qualified” shall be defined as meeting the minimum and preferred qualifications for the position to perform the work, with the exception of the Technology Scale, where “immediately qualified” shall be defined as meeting the minimum qualifications for the position to perform the required work. In determining whether the employee is immediately qualified, the University shall give consideration to ability, aptitude, skill, experience, qualifications as stated in the job description. The determination of qualifications is the responsibility of the University. If the University determines that an employee is not qualified, the employee shall have the right to grieve such decision. Part-time employees shall be laid off before full-time employees, and part-time employees cannot bump full-time employees. Similarly, temporary employees cannot bump regular or funds available employees, regardless of seniority. 3. Student employees shall not be used to perform significant components of the position of a laid off employee. It is agreed that this provision shall not apply to students, whether paid or unpaid, performing work in internships, graduate assistantships, practicums or through other programs whose primary purpose is to satisfy a degree requirement. 4. The University shall make available to laid-off employees, prior to their layoff date, job and career advising and information on benefits. Upon request, the University shall provide reasonable access to personal computers, and copiers for use in preparing resumes and cover letters. Employees shall also have access to EAP services during this time period to deal with any stress-related issues. 5. If the work force is to be reduced, it shall be accomplished by layoff and not by any hours reduction. Only by agreement between the employee, University and Union can the regular hours of employees be reduced. 6. If a layoff occurs during a period of unpaid leave, the employee on leave shall receive the same rights under this Agreement upon return to work as other employees. 7. Any employee scheduled to be laid off from his/her present job may request to be transferred into a posted vacant bargaining unit position for which the employee is immediately qualified to perform the required work. 8. Seniority will continue to accrue up to eighteen (18) months during time spent on layoff, and the employee shall retain all seniority accumulated prior to layoff. 9. Employees laid off while serving his/her initial probationary period or employees in a temporary position (an employee hired for a specific project or hired with a defined end date) will not be entitled to placement, bumping or recall rights.

  • Model Rules of Procedure The procedure before the Panel shall be conducted in accordance with the Model Rules of Procedure set out in Annex 12 (Model Rules of Procedure). Exceptionally, the disputing Parties may agree on different rules to be applied by the Panel. 2. The Model Rules of Procedure are necessary for the good development of all the steps in this Chapter. In addition, these rules shall regulate the development of the procedure, pursuant to the following principles: (a) the procedures shall ensure the right to at least one hearing before the Panel, as well as the opportunity for each disputing Party to provide initial and rebuttal written submissions, and allow the use of any technological means to ensure its authenticity; and (b) the hearings before the Panel, the deliberations, as well as all the submissions and communications submitted during the hearings, shall be confidential.

  • Rules of Procedure The proceedings and business of the Committee shall be governed by Robert's Rules of Order unless otherwise waived by the Committee.