Set off, default interest etc Sample Clauses
The 'Set off, default interest etc' clause primarily governs the rights and obligations related to offsetting mutual debts, charging interest on overdue payments, and addressing related financial adjustments between parties. In practice, this clause allows one party to deduct amounts owed to them from sums they are required to pay to the other party, and stipulates the rate and conditions under which interest accrues on late payments. Its core function is to ensure financial fairness and incentivize timely payment, while providing a clear mechanism for resolving outstanding balances and reducing the risk of prolonged payment disputes.
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Set off, default interest etc. (a) The Buyer shall set-off any amount owing from the Sellers under this Agreement against any amounts payable as part of the Deferred Purchase Price. Any set off pursuant to this Clause shall be deemed, for the purposes of this Agreement, to have been actual payments from the Buyer to the Sellers and vice versa of the amount set off, notwithstanding no cash payments were made. If the Buyer makes or purports to make any such set off, it shall within 60 days of so doing provide to the Sellers’ Representative sufficient details, including copies of all relevant supporting correspondence and documents to enable the Sellers’ Representative to gain a reasonable appreciation of the merits (if any) and the quantum of the Buyer’s claim in respect of which such set off is made. If the Buyer fails to provide such details or the Sellers’ Representative disputes the amount set off, the Sellers (acting jointly through the Sellers’ Representative) may commence arbitration proceedings against the Buyer to recover the amount so set off or purportedly set off and to the extent that the arbitrators shall determine that the relevant claims were not valid or that the amount set off was excessive, the Buyer shall comply with any arbitral award in that respect.
(b) The Buyer shall be entitled to withhold from payment of any amount of the Deferred Purchase Price due to the Sellers an amount equal to the Tax payable by the Sellers on such amount due, until the Sellers deliver to the Buyer a receipt from the Tax authorities confirming that such Tax has been paid by the Sellers, following which the Buyer shall pay such withheld amount to the Sellers.
(c) Any sum payable by the Sellers under this Agreement shall be made free from any set-off or counterclaim, or any deduction or withholding for or on account of Tax, save as may be required by Law. If any such deductions or withholdings are required by Law to be made from any such payments, the Sellers must provide such evidence of the relevant deduction or withholding as the Buyer may reasonably require and pay to the Buyer such increased amount as will ensure that, after the deduction or withholding has been made, the Buyer will have received a sum equal to the amount that the Buyer would otherwise have received in the absence of such deduction or withholding.
(d) If any Public Authority charges to Tax any sum paid to the Buyer under this Agreement (the “original payment”), the Sellers will be obliged to pay to the Buyer such an add...