Common use of Set-Offs Clause in Contracts

Set-Offs. The Company shall have the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind that arises from this Agreement and from the obligations of the Contractor provided herein. If the Company uses the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind, then the Company notifies the Contractor no later than on the due date of the respective payment stating the amount, the grounds and the basis for the use of the right to set-off, retention, counterclaim, abatement or other deduction or other right. Standard of Performance. Without prejudice to the requirements prescribed elsewhere under the Agreement, the Contractor shall: perform the Services in accordance with the Agreement, the Technical Specification, the respective Request for Assignment or the Request for Proposal, the respective Assignment Order as well as reasonable requests, comments, requirements and instructions of the Company; perform the Services in accordance with the Applicable Laws and the Good Industry Practice; ensure availability of the Approved Experts; perform the Services and each particular Assignment timely having due regard to any applicable Assignment milestones and any other key dates for performance of the particular Services; exercise reasonable professional skill, diligence and care as may be expected of a properly qualified and competent person carrying out services of a similar size, nature, type and complexity; ensure that the Contractor and the Approved Expert providing the Services comply with the relevant professional diligence and applicable legislation governing the activities of legal advisers (in case of attorneys, in addition to the respective bar association rules and related regulations) and the provision of the Services is of consistently high quality that is necessary to achieve the purpose of the particular Assignment Order; ensure that its personnel are properly qualified and competent; ensure that specific documents as per respective Services, if any, and other documents and information required to be prepared or submitted by the Contractor under this Agreement conform to Good Industry Practice generally acceptable at the time of submission of such specific documents as per respective Services, documents and information; endeavour to carry out all activities that would reasonably assist and aid the Company, always act in the best interests of the Company, and use its best endeavours to engage all legal means reasonably available in achieving the result of the particular assignment specified in the particular Assignment Order; provide the Company with all and any information and documentation in its possession or control relating to the Services and return original documents to the Company immediately at the Company’s request; upon the Company’s request, provide intermediate results, draft Deliverables, etc. of an Assignment Order in short notice in order to check the progress of the implementation of an Assignment Order (failing to do so within the short notice period or by providing information that shows that the Assignment will not be completed within specified time in the Assignment Order shall be considered a material breach of the Agreement and the Company’s reserves the right to cancel the implementation of the Assignment Order and to proceed with the procedures for terminating the Agreement); as a part of the Deliverables, the Contractor shall prepare information material in a fully comprehensive and understandable way (i.e., the information provided in the Deliverables shall be understandable to the average-level lawyer or manager with no experience in a specific topic concerned), by providing explicit and full source details (initial information, evidence, etc.) used for the analysis and provision of the Deliverables.

Set-Offs. The Company shall have the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind that arises from this Agreement and from the obligations of the Contractor provided herein. If the Company uses the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind, then the Company notifies the Contractor no later than on the due date of the respective payment stating the amount, the grounds and the basis for the use of the right to set-off, retention, counterclaim, abatement or other deduction or other right. VAT payer’s status. If required by the Applicable Laws, the Contractor shall obtain VAT payers status and VAT No. in the Republic of Latvia. Standard of Performanceperformance. Without prejudice to the requirements prescribed elsewhere under the Agreement, the Contractor shall: perform ensure that the Services comply with (i) the specifications and requirements contained in accordance with the AgreementProcurement Regulations, including the Technical Specification, (ii) the respective Request for Assignment Applicable Laws, (iii) reasonable requirements, comments or the Request for Proposal, the respective Assignment Order as well as reasonable requests, comments, requirements and specific instructions of the Company, (iv) to the extent not being contrary to any of the above, the terms and conditions contained in the Contractor’s Proposal, as well as (v) the Good Industry Practices; perform carry out the Services and develop in accordance with a conscientious, diligent, expeditious, proper, workmanlike and impartial manner; use its best efforts, skill and experience in delivering the Services and to allocate qualified and suitable key personnel devoting such time as is reasonably required to fulfil the Contractor’s duties hereunder; ensure that whenever required under this Agreement, the Applicable Laws and the Good Industry Practice; ensure availability of the Approved Experts; perform the Services and each particular Assignment timely having due regard to any applicable Assignment milestones and any other key dates for performance of the particular Services; exercise reasonable professional skill, diligence and care as may be expected or upon receipt of a properly qualified and competent person carrying out services of a similar size, nature, type and complexity; ensure that the Contractor and the Approved Expert providing the Services comply with the relevant professional diligence and applicable legislation governing the activities of legal advisers (in case of attorneys, in addition to the respective bar association rules and related regulations) and the provision of the Services is of consistently high quality that is necessary to achieve the purpose of the particular Assignment Order; ensure that its personnel are properly qualified and competent; ensure that specific documents as per respective Services, if any, and other documents and information required to be prepared or submitted by the Contractor under this Agreement conform to Good Industry Practice generally acceptable at the time of submission of such specific documents as per respective Services, documents and information; endeavour to carry out all activities that would reasonably assist and aid separate request from the Company, always act presentation materials etc. under or in the best interests of the Company, and use its best endeavours relation to engage all legal means reasonably available in achieving the result of the particular assignment specified in the particular Assignment Order; provide the Company with all and any information and documentation in its possession this Agreement features logos or control relating other requisites pertinent to the Services and return original documents Global Project, including, without limitation, reference to the Company immediately at the Company’s request; upon the Company’s request, provide intermediate results, draft Deliverables, etc. of an Assignment Order in short notice in order to check the progress of the implementation of an Assignment Order (failing to do so within the short notice period or by providing information that shows fact that the Assignment will not be completed within specified time in Global Project is financed under the Assignment Order shall be considered a material breach auspices of the Agreement and the Company’s reserves the right to cancel the implementation of the Assignment Order and to proceed with the procedures for terminating the Agreement); as a part of the Deliverables, the Contractor shall prepare information material in a fully comprehensive and understandable way (i.e., the information provided in the Deliverables shall be understandable to the average-level lawyer or manager with no experience in a specific topic concerned), by providing explicit and full source details (initial information, evidence, etcCEF.) used for the analysis and provision of the Deliverables.

Set-Offs. The Company shall have the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind that arises from this Agreement and from the obligations of the Contractor provided herein. If the Company uses the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind, then the Company notifies the Contractor no later than on the due date of the respective payment stating the amount, the grounds and the basis for the use of the right to set-off, retention, counterclaim, abatement or other deduction or other right. VAT payer’s status. If required by the Applicable Laws, the Contractor shall obtain VAT payers status and VAT No. in the Republic of Latvia. Contractor’s Other Ogligations and Covenants Standard of Performance. Without prejudice to the requirements prescribed elsewhere under the Agreement, the Contractor shall: perform the Services in accordance with the Agreement, the Technical Specification, the respective Request for Assignment or the Request for Proposal, the respective Assignment Order as well as reasonable requests, comments, requirements and instructions of the Company; perform the Services in accordance with the Applicable Laws and the Good Industry Practice; ensure availability of the Approved Experts; perform the Services and each particular Assignment timely having due regard to any applicable Assignment milestones and any other key dates for performance of the particular Services; exercise reasonable professional skill, diligence and care as may be expected of a properly qualified and competent person carrying out services of a similar size, nature, type and complexity; ensure that the Contractor and the Approved Expert providing the Services comply with the relevant professional diligence and applicable legislation governing the activities of legal advisers (in case of attorneys, in addition to the respective bar association rules and related regulations) and the provision of the Services is of consistently high quality that is necessary to achieve the purpose of the particular Assignment Order; ensure that its personnel are properly qualified and competent; ensure that specific documents as per respective Services, if any, and other documents and information required to be prepared or submitted by the Contractor under this Agreement conform to Good Industry Practice generally acceptable at the time of submission of such specific documents as per respective Services, documents and information; endeavour to carry out all activities that would reasonably assist and aid the Company, always act in the best interests of the Company, and use its best endeavours to engage all legal means reasonably available in achieving the result of the particular assignment specified in the particular Assignment Order; provide good faith towards the Company with in respect of all and any information and documentation in its possession or control relating to the Services and return original documents to the Company immediately at the Company’s request; upon the Company’s request, provide intermediate results, draft Deliverables, etc. of an Assignment Order in short notice in order to check the progress of the implementation of an Assignment Order (failing to do so within the short notice period or by providing information that shows that the Assignment will not be completed within specified time in the Assignment Order shall be considered a material breach of the Agreement and the Company’s reserves the right to cancel the implementation of the Assignment Order and to proceed with the procedures for terminating matters under the Agreement); as a part of the Deliverables, the Contractor shall prepare information material in a fully comprehensive and understandable way (i.e., the information provided in the Deliverables shall be understandable to the average-level lawyer or manager with no experience in a specific topic concerned), by providing explicit and full source details (initial information, evidence, etc.) used for the analysis and provision of the Deliverables.

Set-Offs. The Company shall have the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind that arises from this Agreement and from the obligations of the Contractor provided herein. If the Company uses the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind, then the Company notifies the Contractor no later than on the due date of the respective payment stating the amount, the grounds and the basis for the use of the right to set-off, retention, counterclaim, abatement or other deduction or other right. VAT payer’s status. If required by the Applicable Laws, the Contractor shall obtain VAT payers status and VAT No. in the Republic of Latvia. Standard of Performance. Without prejudice to the requirements prescribed elsewhere under the Agreement, the Contractor shall: perform the Services in accordance with the Agreement, the Technical Specification, the respective Request for Assignment or the Request for Proposal, the respective Assignment Order as well as reasonable requests, comments, requirements and instructions of the Company; perform the Services in accordance with the Applicable Laws and the Good Industry Practice; ensure availability of the Approved Experts; perform the Services and each particular Assignment timely having due regard to any applicable Assignment milestones and any other key dates for performance of the particular Services; exercise reasonable professional skill, diligence and care as may be expected of a properly qualified and competent person carrying out services of a similar size, nature, type and complexity; ensure that the Contractor and the Approved Expert providing the Services comply with the relevant professional diligence and applicable legislation governing the activities of legal advisers (in case of attorneys, in addition to the respective bar association rules and related regulations) and the provision of the Services is of consistently high quality that is necessary to achieve the purpose of the particular Assignment Order; ensure that its personnel are properly qualified and competent; ensure that specific documents as per respective Services, if any, and other documents and information required to be prepared or submitted by the Contractor under this Agreement conform to Good Industry Practice generally acceptable at the time of submission of such specific documents as per respective Services, documents and information; endeavour to carry out all activities that would reasonably assist and aid the Company, always act in the best interests of the Company, and use its best endeavours to engage all legal means reasonably available in achieving the result of the particular assignment specified in the particular Assignment Order; provide good faith towards the Company with in respect of all and any information and documentation in its possession or control relating to the Services and return original documents to the Company immediately at the Company’s request; upon the Company’s request, provide intermediate results, draft Deliverables, etc. of an Assignment Order in short notice in order to check the progress of the implementation of an Assignment Order (failing to do so within the short notice period or by providing information that shows that the Assignment will not be completed within specified time in the Assignment Order shall be considered a material breach of the Agreement and the Company’s reserves the right to cancel the implementation of the Assignment Order and to proceed with the procedures for terminating matters under the Agreement); as a part of the Deliverables, the Contractor shall prepare information material in a fully comprehensive and understandable way (i.e., the information provided in the Deliverables shall be understandable to the average-level lawyer or manager with no experience in a specific topic concerned), by providing explicit and full source details (initial information, evidence, etc.) used for the analysis and provision of the Deliverables.