Payment Offset definition

Payment Offset means, as of any date, the then-current amount of (i) any amounts payable to Purchaser from the Escrow Account under a Final Resolution that have not yet been paid and (ii) any Claim Amount which would be payable to Purchaser from the Escrow Account under any valid Claim Notice delivered in accordance with ARTICLE X with respect to Claims that remain pending and are not yet subject to a Final Resolution. For the avoidance of doubt, “Payment Offset” shall include amounts payable, or which would be payable, to Purchaser from the Escrow Account in respect of Special Indemnity Claims, subject to the terms and conditions of this Agreement, including (in particular) the first sentence of this definition.
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Examples of Payment Offset in a sentence

  • The Seller acknowledges that its right to receive any amounts pursuant to Section 3.4 is subject to the terms and conditions set forth in this Agreement, including (in particular) this Article III and Article X, and subject to the terms and conditions set forth in this Article III, such right is contingent on both the performance of the Company and its Subsidiaries for periods after the Closing and any Payment Offset (as applicable).

  • Any such Payment Offset will be released from the Escrow Account upon Final Resolution of the relevant Claim, with Purchaser receiving any disbursements required with respect to such Claim pursuant to the terms of Section 10.2 and the remainder of the Escrow Account being released to the Indemnifying Party.

  • Notwithstanding anything to the contrary in this Agreement, no amounts payable (or potentially payable) to Seller pursuant to Sections 3.4(a) and 3.4(b) shall be subject to any reduction or offset by any Payment Offset.

  • The parties hereto agree that, with respect to any Tenant Payment Offset, for all purposes, the Tenant Payment Offset Amount with respect to such Tenant Payment Offset shall be deemed to have been paid by Tenant as Rent (or as such other amount due).

  • Commencing on the Commencement Date, and subject to the REC Payment Offset (as set forth in Section 5(c)(iii) hereof), Tenant shall pay Landlord annual rent during the Term in the sum of Seven Hundred Dollars ($700.00) per Usable Acre of Land located within the Premises (prorated for any fractional acres), as evidenced and determined by the Survey.

  • Subject to the Payment Offset provided for in Section 2.7(b), within five (5) business days following the calculation of the Q3/2003 Company Revenue, Parent shall issue that number shares of Parent Common Stock equal to the quotient obtained by dividing (A) 0.60 times the Q3/2003 Company Revenue by (B) the Parent Common Stock Value.

  • Whether or not Owner provides the notice required by the preceding sentence, for each Peak Hour during which Owner was incapable of Delivering some part of the Contracted Capability, ISO may calculate an Unavailability Payment Offset pursuant to Section 9.3 and deduct the calculated amount from payments otherwise due Owner pursuant to Section 9.1(b), even if the reason for Owner’s being incapable of Delivering some part of the Contracted Capability was a Force Majeure Event..

  • The Non-Performance Payment Offset for the Year shall be the product of (i) the number of Failed Dispatch Hours that occurred during the Peak Season times (ii) 0.004 times (iii) the Fixed Price Amount.

  • In accordance with Section 6.3, the Non-Performance Payment Offset shall be the product of the number of Failed Dispatch Hours that occurred during the Summer Period times 0.004 times the Fixed Charge.

  • The Parties acknowledge that nothing in this PA Section 5.1.3 (Payment Offset Generally) limits Authority’s rights expressly set forth in PA Section 4.6.2.2 (Refinancing), if applicable, or Authority’s rights to prepay under PA Section 5.2.6 (Project Payments) and PA Exhibit 5, Section B (Terms for Termination Compensation and Prepayment).

Related to Payment Offset

  • Payment Ahead means, with respect to a Precomputed Receivable and a Collection Period, any Excess Payment (not representing, when added to any Deferred Prepayment with respect to such Precomputed Receivable, a prepayment in full of such Precomputed Receivable) which the Servicer, in accordance with its customary servicing practices, will apply towards the payment of Scheduled Payments due in one or more future Collection Periods.

  • Event Payments has the meaning set forth in Section 6.1(d).

  • Termination Payment means the amount payable by either Party to the other upon Termination in accordance with Article 23;

  • Make-Whole Payment means, with respect to any Series 2024-2 Note on any Optional Repurchase Distribution Date, the pro rata share with respect to such Series 2024-2 Note of the excess, if any, of (x) the sum of the Discounted Values for each Remaining Distribution Amount with respect to each Applicable Distribution Date over (y) the Series 2024-2 Invested Amount as of such Optional Repurchase Distribution Date (determined after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date).

  • Termination Payments has the meaning specified in Section 10(a).