Common use of Bad Debt Clause in Contracts

Bad Debt. Vibrant may deduct from any amounts due to the Publisher (under this Agreement or otherwise) the Publisher's pro rata share of third party underpayments which formed part of the payment (s)/calculation of the payment(s) which Vibrant has previously made or given to Publisher under this Agreement; provided however that Vibrant shall not deduct such underpayments unless and until the relevant third party from which the underlying payments are due has begun proceedings to wind up its business, become subject to bankruptcy or other insolvency proceedings, made an assignment for the benefit of creditors, admits in writing its inability to pay its debts, or otherwise clearly indicates that it is unable to or does not intend to make the relevant payment.