BUYER SET-OFF RIGHT Sample Clauses

BUYER SET-OFF RIGHT. If a Notice of Claim has been asserted in good faith by Buyer against the Seller Entities prior to the due date of any required payment from Buyer to the Seller Entities pursuant to Section 2.06(b)(ii) or (v), then Buyer shall be entitled to withhold from such payment Buyer's reasonable estimate of the Losses incurred by Buyer as set forth in such Notice of Claim, notwithstanding that such amount may be contingent or not reduced to judgment, until such matter is resolved. If it is finally determined (by an agreement between the Seller Party Representative and Buyer, or by Final Order) that the Seller Entities are (i) not required to indemnify the Buyer for the claimed Losses under this Article X, or (ii) required to indemnify the Buyer in an amount less than the claimed Losses under this Article X, then the amount of any such Losses (as so determined) shall be set off against the retained payments, and the remainder, if any, shall be delivered to the Seller Entities, together with interest on such remainder payable from the date such payment was first withheld by Buyer until paid, at the rate per annum equal to the rate quoted in The Wall Street Journal on the date of such agreement or Final Order as the "base rate on corporate loans posted by at least 75% of the nation's largest banks" in the United States, plus one percent (1.00%) per annum, but in no event greater than 7%, within 10 days by delivery of such payment to the Designated Account.
Sample 1
AutoNDA by SimpleDocs
BUYER SET-OFF RIGHT. If the Seller Parties do not otherwise satisfy their indemnification obligations under this Article X (including, for the avoidance of doubt, with respect to any breach of Section 6.08) by payment to Buyer in immediately available funds within 30 days after such obligations become due under this this Article X, then Buyer (on behalf of the applicable Indemnified Parties) shall be entitled to (but shall not be required to) set-off any amount of Loss determined to be due or payable to any Indemnified Parties by the Seller pursuant to this Article X by, first setting off against any amounts owed by Buyer to the Seller under any Ancillary Document, and second by setting off such amounts against the Earnout Class A Shares.
Sample 1

Related to BUYER SET-OFF RIGHT

  • Set Off Right Lender may set off and apply to the Obligations any and all indebtedness at any time owing to or for the credit or the account of Borrower or any other assets of Borrower in Lender’s possession or control.

  • Bank’s Right Over Securities; Set-off (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ("Indebtedness"). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, withhold delivery of such Financial Assets, and (ii) with two business days' prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customer's request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are "Indebtedness" subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are "Indebtedness" subject to this Section 4.3.

  • Set-Off Rights The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller.

  • Right of Set-Off; Adjustments Upon the occurrence and during the continuance of any Event of Default, each Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender (or any of its Affiliates) to or for the credit or the account of any Credit Party against any and all of the obligations of such Person now or hereafter existing under this Credit Agreement, under the Notes, under any other Credit Document or otherwise, irrespective of whether such Lender shall have made any demand under hereunder or thereunder and although such obligations may be unmatured. Each Lender agrees promptly to notify any affected Credit Party after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 11.2 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Right to Set-Off Notwithstanding anything to the contrary in this License Agreement, each Party has the right at all times to retain and set off against all amounts due and owing to the other Party as determined in a final judgment any damages recovered by such Party for any Losses incurred by such Party.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

Time is Money Join Law Insider Premium to draft better contracts faster.