No Right to Set-Off; Disputed Invoice Amounts Sample Clauses
The "No Right to Set-Off; Disputed Invoice Amounts" clause prohibits a party from deducting or withholding amounts they believe are owed to them from payments due under the contract, even if there is a dispute regarding an invoice. In practice, this means that if a party disagrees with a charge or believes they are owed compensation, they must still pay the full invoiced amount and resolve the dispute separately, rather than unilaterally reducing payment. This clause ensures that payment obligations are met in full and on time, preventing parties from using set-off as leverage in disputes and thereby maintaining predictable cash flow for the recipient.
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No Right to Set-Off; Disputed Invoice Amounts. The Acquiror shall pay or cause the applicable Recipient that is its Affiliate to pay to the Parent or the applicable Provider the full amount of undisputed Service Charges, charges for Knowledge Transfer Services, Third-Party Vendor Services, Resumed Services and Migration Services, Pass-Through Charges, other amounts required to be paid on behalf of each Recipient under this Agreement and except as permitted by this Section 3.02 or as otherwise agreed to by the Parties, shall not set-off, counterclaim or otherwise withhold any amount owed or claimed to be owed under this Agreement on account of any obligation owed by or on behalf of a Provider, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing. Notwithstanding the foregoing, in the event the Acquiror or its applicable Recipient disputes any specific amount on an invoice, or the Acquiror reasonably and in good faith determines an amount to compensate a Recipient for a Service Shortfall pursuant to Section 2.11, the Acquiror shall notify the Parent and the applicable Provider in writing and describe in detail the reason for disputing such specific amount or the amount to so compensate Recipient, respectively, and the Acquiror shall have no obligation to pay such amount during the pendency of the dispute with respect to such amount and may withhold any such amount to compensate Recipient. The Parties shall use, and shall cause the respective Recipient and Provider to use, their commercially reasonable efforts to reach an agreement with respect to such amounts. If the respective Recipient and Provider or the employees or their designees at the Parent and the Acquiror responsible for preparing and reviewing the invoices are unable to reach an agreement about any such amounts within ten (10) Business Days after such written notification has been received, the matter shall be rapidly and timely escalated and resolved in accordance with Section 7.09(a)(i) hereof on an expedited basis. Upon resolution of the dispute, including an amount to compensate a Recipient for a Service Shortfall, if any, the Acquiror shall promptly pay, or cause its Affiliate that is the applicable Recipient to promptly pay, the applicable amount, if any, as determined by the process used in Section 7.09(a)(i).
No Right to Set-Off; Disputed Invoice Amounts. The Acquiror shall pay or cause the applicable Recipient that is its Affiliate to pay to the Parent or the applicable Provider the full amount of undisputed Service Charges, charges for Knowledge Transfer Services, Third-Party Vendor Services, Resumed Services and Migration Services, Pass-Through Charges, other amounts required to be paid on behalf of each Recipient under this Agreement and except as permitted by this Section 3.02 or as otherwise agreed to by the Parties, shall not set-off, counterclaim or otherwise withhold any amount owed or claimed to be owed under this Agreement on account of any obligation owed by or on behalf of a Provider, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing. Notwithstanding the foregoing, in the event the Acquiror or its applicable Recipient disputes any specific amount on an invoice, or the Acquiror reasonably and in good faith determines an amount to compensate a Recipient for a Service Shortfall pursuant to Section 2.11, the Acquiror shall notify the Parent and the applicable Provider in writing and describe in detail the reason for disputing such specific amount or the amount to so compensate Recipient, respectively, and the Acquiror shall have no obligation to pay such amount during the pendency of the dispute with respect to such amount and may withhold any such amount to compensate Recipient. The Parties shall use, and shall cause the respective Recipient and Provider to use, their commercially reasonable efforts to reach an agreement with respect to such amounts. If the respective Recipient and Provider or the employees or their designees at the Parent and the Acquiror responsible for preparing and reviewing the invoices are unable to reach an agreement about any such amounts within ten (10) Business Days after such written notification has been received, the matter shall be rapidly and timely escalated and resolved in accordance with Section 7.09(a)(i) hereof on an expedited basis. Upon resolution of the dispute, including an amount to compensate a Recipient for a Service Shortfall, if any, the Acquiror shall promptly pay, or cause its Affiliate that is the applicable Recipient to promptly pay, the applicable amount, if any, as determined by the process used in Section 7.09(a)(i).