Set-Off & Withholding Clause Samples

The Set-Off & Withholding clause allows one party to deduct or withhold amounts owed to the other party under the contract if there are outstanding debts or obligations. In practice, this means that if Party A owes money to Party B but Party B also owes money to Party A, Party A can subtract what is owed to them before making payment. This clause is commonly used to streamline payments and reduce the risk of non-payment by ensuring that only the net amount is transferred. Its core function is to protect parties from financial loss due to unpaid obligations and to simplify the settlement of mutual debts.
POPULAR SAMPLE Copied 1 times
Set-Off & Withholding. Buyer shall have the right of set-off against any payments due or at issue under this Order or any Order between Buyer and Seller. Buyer may withhold from payment to Seller in an amount sufficient to reimburse Buyer for any loss, damage, expense, cost or liability relating to Seller's failure to comply with any requirements of this Order.
View SourceView Similar (3)
Set-Off & Withholding. Merchant agrees that Tenpay shall be entitled, with prior notice to the Merchant, to set off, withhold settlement of or deduct any sums payable and liability of any nature from time to time, owing or incurred by Merchant to Tenpay (or any Tenpay Affiliate) under this Agreement, including Payments, from time to time, owing or incurred by Tenpay under this Agreement. The circumstances under which Tenpay may exercise its rights under this Clause include, but are not limited to: 3.6.2.1 if the Merchant fails to comply with any term of this Agreement; or 3.6.2.2 if Tenpay believes that the Merchant has or is likely to become subject to bankruptcy, insolvency, reorganization, winding up or similar dissolution procedures; or 3.6.2.3 if Tenpay reasonably believes that there has been a material deterioration in the financial condition of the Merchant; or
View Source
Set-Off & Withholding. In addition to any withholding of payment of amounts set forth in an Invoice that are in bona fide dispute, and any correction of previous payments, Company shall have the right, after notice to Contractor, to withhold, set-off, net, recoup or otherwise deduct against or from any sums payable to Contractor under this Agreement (a) such amounts as Company reasonably determines to be necessary to compensate Company for, or protect Company against, any actual Claim or Loss arising out of or in connection with any breach of this Agreement, or any matter with respect to which Contractor is required to Indemnify any member of Company Group hereunder and for which the CGL/EL insurance carrier does not provide, or has refused, coverage, (b) [**] percent ([**]%) of the value attributable to each incomplete Punch-List Item until such incomplete Punch-List Item is completed by Contractor in accordance with this Agreement, at which time Contractor shall submit an Invoice in respect of such completed Punch-List Item and (c) any amounts paid to any Subcontractor by Company in accordance with Article 9 (any such event, a “Set-Off Event”).
View Source
Set-Off & Withholding. Company agrees that Alipay shall be entitled, at its sole discretion, to set off, withhold settlement of or deduct any sums payable and liability of any nature from time to time due, owing or incurred by Company to Alipay (or any Alipay Affiliate) under this Agreement against any monies and liabilities of any nature, including Payments, from time to time due, owing or incurred by Alipay under this Agreement. The circumstances under which Alipay may exercise its rights under this Clause include, but are not limited to,: (A) if the Company fails to comply with any term of this Agreement; (B) if Alipay believes that the Company has or is likely to become subject to bankruptcy, insolvency, reorganization, winding up or similar dissolution procedures; (C) if Alipay reasonably believes that there has been a material deterioration in the financial condition of the Company; and (D) if Alipay reasonably believes that any Transaction is a Prohibited Transaction. Company shall not be entitled to retain or set-off any amount owed to it by Alipay against any amount due from Company to Alipay.
View Source
Set-Off & Withholding. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company may, in the Manager’s sole discretion, set-off against, or withhold from, any distribution to any Member pursuant to this Agreement, any amounts due from such Member to the Company pursuant to this Agreement, to the extent not otherwise paid. Any amounts so set-off or withheld pursuant to this Section shall be applied by the Company to discharge the obligation in respect of which such amounts were withheld. All amounts set-off or withheld pursuant to this Section with respect to any Member shall be treated as amounts distributed to such Member for all purposes under this Agreement. The Company shall give written notice of any such set-off or withholding to each Member subject thereto within ten (10) days after the occurrence of such set-off or withholding. (b) The Company shall comply with withholding requirements under U.S. federal, state, and local law and shall remit amounts withheld to and file required forms with the applicable jurisdictions. To the extent the Company is required to withhold and pay over any amount to any authority with respect to distributions or allocations to any Member, the amount withheld shall be deemed to be a distribution by the Company to such Member in the amount of the withholding. (c) If any amount is withheld on income received by the Company and the amount of the withholding was calculated, under applicable law, with respect to income allocable to some (but not all) of the Members, such withholding (and any related tax or book income or deduction item) shall be allocated, in a manner reasonably determined by the Manager, to the Members with respect to whom the withholding was calculated, and distributions shall be adjusted accordingly. In the event that the Company is required to withhold in respect of any Member, to the extent such withholding is in an amount greater than the amount that is distributable to such Member at that time or the Company previously distributed to the Member amounts that are subsequently determined to be subject to withholding, such Member shall reimburse the Company for the excess of the withholding tax paid on its behalf. If such Member fails to so reimburse the Company, such excess will be treated as an advance repayable out of the first available amounts that would otherwise be payable to such Member.
View Source

Related to Set-Off & Withholding

  • ▇▇▇ Withholding Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

  • Withholding The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

  • FATCA Withholding The Trust represents, warrants and covenants to the Indenture Trustee and the Note Paying Agent that, (i) to the best of the Trust’s knowledge, the Indenture Trustee, Note Registrar and Note Paying Agent are not obligated in respect of any payments to be made by the Trust pursuant to this Indenture, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof (“FATCA Withholding Tax”), provided such parties have obtained the requisite information about the Noteholders; (ii) the Noteholders are required to provide information sufficient to eliminate the imposition of, or determine the amount of, FATCA Withholding Tax (the “FATCA Information”) to the Trust and the Indenture Trustee, (iii) the Trust shall comply with all requirements of the Code with respect to the withholding from any payment made by it on any Note of any applicable FATCA Withholding Tax imposed thereon and with respect to any applicable reporting requirement in connection therewith; and (iv) to the extent the Trust determines that FATCA Withholding Tax is applicable, it will promptly notify the Note Paying Agent of such fact. To the extent the Trust has the Noteholders’ information, the Trust will provide the FATCA Information to the Indenture Trustee, the Note Registrar and the Note Paying Agent upon request. Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Trust, the Indenture Trustee, the Note Registrar and the Note Paying Agent with the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the FATCA Information. In addition, each holder of a Note will be deemed to understand that the Note Paying Agent has the right to withhold interest payable with respect to the Note (without any corresponding gross-up) on any beneficial owner of an interest in a Note that fails to comply with the foregoing requirements.

  • Withholding Rights Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

  • No Withholding The transaction contemplated herein is not subject to the tax withholding provisions of Section 3406 of the Code, or of Subchapter A of Chapter 3 of the Code or of any other provision of law.