Set-off Procedure Sample Clauses
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Set-off Procedure. A participating FFI may request a withholding agent repay the participating FFI by applying the amount overwithheld under chapter 4 against any amount which otherwise would be required to be withheld under chapter 3 or 4 from income paid by the withholding agent to the participating FFI under the set-off procedures of §1.1474-2(a)(4). A participating FFI must make the request before the earlier of the due date for filing Form 1042-S (without regard to extensions), or the actual filing of Form 1042-S, for the calendar year of overwithholding.
Set-off Procedure. If a party believes it has the right to offset the amount of any Losses (the “Claiming Party”), the Claiming Party shall notify the other party(ies) (the “Off-set Party”) of the amount of the Losses and the dollar amount to be offset as determined by the Claiming Party in good faith (such notice being deemed a “Notice of Claim”). Such Notice of Claim shall be given to the Off-set Party as soon as reasonably practicable after the Claiming Party incurred the Losses or learned of its right to offset and shall include an explanation of the Claiming Party’s rationale underlying such belief. The Off-set Party shall have 30 days from its, his or her receipt of the Notice of Claim in which to accept or dispute same, which if disputed, shall include an explanation of the Off-set Party’s rationale underlying such belief. If the Off-set Party fails to respond in writing within such 30 day period, the Notice of Claim shall be deemed approved by the Off-set Party. If the Off-set Party timely disputes the Notice of Claim in writing, the Claiming Party on the one hand, and the Off-set Party, on the other hand, shall attempt in good faith to agree on the rights of the respective parties with respect to such claim. If the parties agree on the amount to be offset, then the Claiming Party shall have the right to offset or cause the New LLC to offset such amount against any amounts owed to the Off-set Party in accordance with this Section 12.6.
Set-off Procedure. In the event Modine ----------------- reasonably believes that any Modine Indemnified Costs (as defined in Section 7.1) have arisen during the term that one or more of the Notes are outstanding, other than those that relate to the soil contamination and remediation thereof at Seller's Harrodsburg, Kentucky manufacturing plant, as to which this Section 7.6 shall not apply, Modine may pay into an interest- bearing escrow account with a financial institution reasonably satisfactory to it (the "Escrow Agent"), an amount equal to such estimated Modine Indemnified Costs (the "Estimated Holdback"). Notwithstanding the maturity date of one or both of the Notes, such Estimated Holdback shall be held in escrow by the Escrow Agent pending resolution by binding mediation to be conducted in accordance with the mediation provisions of Exhibit VIII annexed hereto, of Modine's claim to indemnification pursuant to Article VII. Any additional amounts of principal and interest coming due on one or both of the Notes shall remain payable when due. Upon resolution of the mediation or upon written direction of the parties, that portion of the Estimated Holdback equal to the actual Modine Indemnified Costs, with interest accrued thereon, shall be returned to Modine, and the balance, with accrued interest, shall be delivered to Equion.
Set-off Procedure. If it is finally determined that Buyer is entitled to identification pursuant to this Article 9, (except for Claims for fraud or tax liabilities) Buyer's sole remedy shall be to set-off against the Notes and Deferred Compensation the amount that Buyer is entitled to be indemnified for pursuant to Article 9. Buyer agrees that the set-off shall be made against the Notes and Deferred Compensation as follows: (i) first, Pro-Rata among the Merger Notes, the Tier I Notes and the Deferred Amounts until there is no remaining principal balance under such Notes and no remaining Deferred Amounts; and (ii) thereafter Pro Rata against the Tier 2 Notes. Unless the Stockholder Representative assumes control of an Indemnification Claim, Buyer shall notify the Stockholder Representative and the holders of Tier I Notes and Tier 2 Notes and the employees receiving Deferred Amounts who are subject to the set-off of its intent to set-off at least five (5) business days prior to the set-off, which notice shall provide the amount of the set-off and reasonable details of the basis for the set-off. The Stockholder Representative, employee or holder of a Note may object to the set-off by notifying Buyer of its objection within such five (5) day period, which notice shall provide reasonable detail of points of disagreement. If the parties are unable to resolve such dispute, the matter shall be submitted to arbitration pursuant to Section 10,13.