Payment Offsets Sample Clauses

Payment Offsets. We may setoff from any amounts that we may owe you any amount that you owe to us, or our affiliates, for any reason whatsoever, including, without limitation, Royalties, Marketing Contributions, late payment penalties and late payment interest, amounts owed to us or our affiliates for purchases or services or for any other reason. Thus, payments that we make to you may be reduced, in our discretion, by amounts that you owe to us or our affiliates from time to time. In particular, we may retain (or direct to our affiliates) any amounts that we have received for your account as a credit and payment against any amounts that you may owe to us, or our affiliates, at any time. We will notify you monthly if we do so.
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Payment Offsets. The Company shall be entitled to deduct from any ----------------- payment due to Employee under this Agreement any payments or amounts owed to the Company or any of its affiliates from the Employee.
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Payment Offsets. The following payment offsets will apply in relation to the payment of any Royalty with respect to a particular Product:
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Payment Offsets. If the claim(s) with respect to an Infringement Proceeding is resolved in such a manner that Aventis or its Affiliates incur either a lump-sum or ongoing payment obligation to a Third Party to continue to practice the applicable Transferred Millennium Process Technology, then Aventis shall have the right to offset such payments to such Third Party against the sum withheld in accordance with Section 7.6(c) above, PROVIDED THAT any such offset shall in no event collectively exceed an amount equal to [**] of the Delivery and Completion Payment for the applicable Transferred Millennium Process Technology. To the extent practicable, Millennium shall modify, or allow Aventis to modify, such Millennium Process Technology so that it does not infringe the Third Party rights which were the subject of the Infringement Proceedings.
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Payment Offsets. 7.5.1 If, after the Effective Date, on a Licensed Product-by-Licensed Product and country-by-country basis, (i) Celgene or their Affiliate determines in good faith that in order to avoid infringement of any Blocking Third Party Patent Rights not licensed to it hereunder it is necessary to obtain a license from any Third Party(ies) to exploit any Licensed Product(s) in one or more country(ies), (ii) Celgene or their Affiliate is required by an order, judgment or similar action of a Governmental Authority to pay royalties or other amounts for the exploitation of any Licensed Product(s) in one or more country(ies) due to infringement of Blocking Third Party Patent Rights, or (iii) Celgene elects to include patents or technology relating to Licensed Product(s) licensed by Concert from Third Parties after the Effective Date in the Concert Patents or Concert Technology as set forth in Section 6.2.4, then Celgene may deduct from the any amounts otherwise due pursuant to Section 7.3 for such Licensed Product(s) in such country(ies) or any amounts due pursuant to Sections 7.2 or 7.4, [**] percent ([**]%) of any royalties or other amounts payable by Celgene or their Affiliates to such Third Party(ies) with respect to such Licensed Product(s) in such country(ies). If such amount to be deducted would reduce by more than [**] percent ([**]%) the royalties otherwise due during a royalty reporting period or any milestone payment due, then Celgene may deduct such amount so as to pay [**] percent ([**]%) of the royalties otherwise due during a royalty reporting period or a milestone payment due and apply the balance of such deduction to future royalties and milestone payments due (subject to the same limitation).
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Payment Offsets. Pursuant to Section 5, HEISKELL shall be entitled to offset the amount due HEISKELL for Corn (as defined in the Corn Procurement Agreement) against any amount due AEAF XXXXX for Ethanol, WDGS, or Syrup acquired by HEISKELL.
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Payment Offsets. The separation pay benefits received shall be reduced by any amounts owed by the employee to MainSource or any amounts earned by the employee after termination of employment under individual employment and/or consulting agreements between the employee and MainSource. Separation pay will be reduced by any amounts paid to an employee pursuant to the Worker Adjustment and Retraining Notification Act (WARN).
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Payment Offsets. Pursuant to Section 5, HEISKELL shall be entitled to offset the amount due HEISKELL for Com (as defined in the Com Procurement Agreement) against any amount due AEMETIS KEYES for Ethanol, WDGS, CDS/Syrup or Com Oil acquired by HEISKELL.
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Payment Offsets 
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Related to Payment Offsets

  • E-PAYMENT Contractor/Vendor agrees to accept all payments in United States currency via the State of Mississippi’s electronic payment and remittance vehicle. The agency agrees to make payment in accordance with Mississippi law on “Timely Payments for Purchases by Public Bodies,” which generally provides for payment of undisputed amounts by the agency within forty-five (45) days of receipt of invoice. Mississippi Code Annotated § 31-7-301 et seq.

  • Payments From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

  • Payment of Contributions The College and eligible academic staff members of the plan shall each contribute one-half of the contributions to the Academic and Administrative Pension Plan.

  • PURCHASE PAYMENTS The initial Purchase Payment is due on the Contract Date. It must be paid at Our Office in United States currency. Coverage under a Contract does not take effect until We have accepted the initial Purchase Payment during Your lifetime. Each Purchase Payment after the Contract Date must be at least the amount shown on the Contract Schedule. Provided the Contract Value under a Contract does not go to zero, a Contract will stay in force until the Income Date even if You make no payments after the initial one. We reserve the right to reject any subsequent Purchase Payment. Allocation of Purchase Payments Your initial Purchase Payment is allocated to the Sub-accounts of the Variable Account and to the Fixed Account, if available, in accordance with the selections made by You at the Contract Date. Unless otherwise changed by You, subsequent Purchase Payments are allocated in the same manner as the initial Purchase Payment. Allocation of Purchase Payments is subject to the terms and conditions imposed by Us. We reserve the right to allocate initial Purchase Payments to the Money Market Sub-account until the expiration of the Right to Examine Contract period set forth on Page 1 of the Contract. The Contract This contract form, any attached copy of the application, and any attached riders or endorsements make up the entire contract between You and Us. All statements made by the Contract Owner or any Annuitant will be deemed representations and not warranties. No such statement will be used in any contest unless it is contained in the application signed by You, a copy of which has been furnished to You, or to the Beneficiary. Only Our President or Secretary may agree to change any of the terms of the Contract. Any changes must be in writing. Any change to the terms of a Contract must be in writing and with Your Consent, unless provided otherwise by the Contract. To assure that the Contract will maintain its status as a variable annuity under the Internal Revenue Code, We reserve the right to change this Contract to comply with future changes in the Internal Revenue Code, any regulations or rulings issued thereunder, and any requirements otherwise imposed by the Internal Revenue Service. You will be sent a copy of any such amendment as well as a copy of the regulatory change requiring the amendment. If the issue state shown on Page 3 is Connecticut or Massachusetts, such amendment will be filed for approval with the state's insurance supervisory official. We reserve the right, subject to compliance with the law as currently applicable or subsequently changed, to: (a) operate the Variable Account in any form permitted under the Investment Company Act of 1940, as amended, (the "1940 Act"), or in any other form permitted by law; (b) take any action necessary to comply with or obtain and continue any exemptions from the 1940 Act, or to comply with any other applicable law; (c) transfer any assets in any Sub-account to another Sub-account, or to one or more separate investment accounts, or the General Account; or to add, combine or remove Sub-accounts in the Variable Account; and (d) change the way We assess charges, so long as We do not increase the aggregate amount beyond that currently charged to the Variable Account and the Eligible Funds in connection with this Contract. If the shares of any of the Eligible Funds should become unavailable for investment by the Variable Account or if in Our judgment further investment in such Portfolio shares should become inappropriate in view of the purpose of the Contract, We may add or substitute shares of another mutual fund for the Portfolio shares already purchased under the Contract. No substitution of Portfolio shares in any Sub-account may take place without prior approval of the Securities and Exchange Commission and notice to the affected Contract Owners, to the extent required by the 1940 Act. Contract Owner The Contract Owner and any Joint Contract Owner are shown on Page 3. They may be changed by You. If You change an owner who is also the Annuitant, the owner being changed will still be the Annuitant. You may exercise all rights of this Contract while it is In Force, subject to the rights of: (a) any assignee under an assignment filed with Us; and (b) any irrevocably-named beneficiary. Joint Contract Owner A Contract may be owned by Joint Contract Owners. Upon the death of any Contract Owner or Joint Contract Owner, the surviving owner(s) will be the primary Beneficiary(ies). Any other beneficiary designation will be treated as a Contingent Beneficiary unless otherwise indicated in a Written Request filed with Us.

  • Non-Payment The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

  • Note Payments The Company agrees that, so long as any Purchaser shall hold any Note, it will make payments of principal of, interest on, and any Yield-Maintenance Amount payable with respect to, such Note, which comply with the terms of this Agreement, by wire transfer of immediately available funds for credit (not later than 12:00 noon, New York City local time, on the date due) to (i) the account or accounts of such Purchaser specified in the Purchaser Schedule attached hereto in the case of any Series A Note, (ii) the account or accounts of such Purchaser specified in the Confirmation of Acceptance with respect to such Note in the case of any Shelf Note or (iii) such other account or accounts in the United States as such Purchaser may from time to time designate in writing, notwithstanding any contrary provision herein or in any Note with respect to the place of payment. Each Purchaser agrees that, before disposing of any Note, it will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made thereon and of the date to which interest thereon has been paid. The Company agrees to afford the benefits of this paragraph 11A to any Transferee which shall have made the same agreement as the Purchasers have made in this paragraph 11A.

  • Overtime Payments (1) Subject to the provisions of this subclause, all work performed outside of the Ordinary Hours and time worked to accrue an RDO on any day, Monday to Friday, inclusive, shall be paid for at the rate of time and one half for the first two hours and double time thereafter.

  • Premium Payments If an employee with at least three years of service in the employ of the Shaker Heights Board of Education should exhaust his/her sick leave within the time specifications of this contract and is granted a leave of absence by the Board, the Board shall continue to pay his/her premiums in accordance with his/her work assignment for the following fringe benefits for a period not to exceed twelve (12) months. The payment of such premiums will cease on the effective date an employee retires, resigns, goes on disability retirement or his/her contract is terminated.

  • PAYMENT ABATEMENT A. In the event that Concessionaire is unable to operate the Concession Premises as a direct result of the performance of, failure to perform or negligent performance by Department, its officers, agents, servants, and employees, of any act under the control or responsibility of Department, Concessionaire may be considered for an abatement of payment for the period that the Concession Premises cannot be operated. Circumstances for consideration of payment abatement shall include but not be limited to, disruption caused by Department construction activities in or around the Concession Premises and interruption of utility service as a result of actions by Department. Construction activities outside the control of Department and interruption of utility services by the utility service provider shall not be grounds for abatement. Suspension of Operations, as provided in Paragraph 9, shall not be grounds for abatement. Notwithstanding the circumstances, the decision whether or not to grant an abatement and the amount of any abatement lies completely within the discretion of Department.

  • Reimbursement Payments The Department shall, to the extent funds are available, reimburse the Grantee for eligible claims presented for payment if the Department determines the requirements for reimbursement have been met. Claims under this Contract can only be made for the period this Contract is in effect. Reimbursement programs include the following:

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