Buyer's Right of Set-Off Sample Clauses

Buyer's Right of Set-Off. Notwithstanding anything to the contrary herein contained, Buyer shall have the right to set-off against and deduct from the Note (a) any amount which any Seller Indemnitor becomes obligated (whether by agreement between one or more of the Seller Indemnitors and Buyer or by arbitration award) to pay to Buyer hereunder, and (b) any other amounts which may be payable by the Seller Indemnitors to Buyer under this Agreement or by virtue of the transactions provided for herein. Buyer's right of set-off shall be superior to any right of Seller Indemnitors to request or direct payment of any part or all of the Note to or for the account of Seller Indemnitors. Prior to exercising the aforementioned right of set-off, Buyer shall give Seller Indemnitors five (5) days written notice of its intent to exercise such right. If within five (5) days of receiving such notice, Seller Indemnitors object in writing to Buyer's exercise of its right EXECUTION COPY of set-off, then Buyer shall set aside and hold the disputed amount free of any obligation to pay over the disputed amount to or at the direction of Seller Indemnitors, and Buyer's asserted right of set-off will be submitted to arbitration pursuant to Section 10.13 hereof. Notwithstanding anything to the contrary in this Agreement, all amounts set aside and held pending the resolution of arbitration shall remain set aside and held until the final resolution of such arbitration pursuant to Section 10.13 hereof. If at the time for payment of the Note, an Indemnification Claim has been asserted by Buyer but the Seller Indemnitors obligation with respect thereto has not been finally determined or agreed upon, Buyer may withhold payment of such portion of the Note as shall be sufficient to pay and reimburse Buyer for all losses upon which the Indemnification Claim is based and shall not be required to pay such withheld amount over to Seller Indemnitors until five (5) days following the final determination or agreement that the Seller Indemnitors are not obligated to the Buyer Indemnitees with respect to such Indemnification Claim or if obligated the Seller Indemnitors have paid and satisfied such Indemnification Claim in full.
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Buyer's Right of Set-Off. In the event that Seller fails to promptly pay Buyer any sums due to Buyer pursuant to this Agreement, Buyer may, upon notice to Seller specifying in reasonable detail the basis therefore, set-off the amount to which Buyer may be entitled pursuant to Article XIII against amounts otherwise payable to Seller pursuant to this Agreement. The exercise of such right of set-off by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a default under this Agreement. No exercise or failure to exercise such right of set-off shall constitute an election of remedies by Buyer.
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Buyer's Right of Set-Off. Sellers' indemnification ------------------------ obligations arising hereunder from time to time may be satisfied, at Xxxxx's election, pro tanto, by a set off of principal of or accrued and unpaid interest --- ----- on the Subordinated Promissory Note.
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Buyer's Right of Set-Off. Once a Loss by an Indemnified Party is agreed to or adjudicated to be payable by a final, non-appealable order by a court of competent jurisdiction (a “Final Determination”), the Indemnifying Party shall satisfy the amount of such Loss within 10 Business Days of such agreement or adjudication by wire transfer of immediately available funds. Subject to the foregoing and any other limitations contained in this Article X, Buyer shall have the right to set-off the amount of such Loss determined by a Final Determination against any part of the Purchase Price that has not been paid over to Seller (except for such amounts, if any, which Buyer was required to make prior to the date that Buyer provided Seller with written notice of such claim, which amounts for the avoidance of doubt shall be paid in full to Seller without set-off).
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Buyer's Right of Set-Off. In the event any claim of a right to indemnification is made by Buyer, Buyer may, at its sole option, after complying with the set off procedures stated in paragraph 5.6.1, satisfy all or a portion of a loss by way of setoff against amounts due to Seller under the Subordinated Notes. Buyer's right of setoff shall not constitute a limitation on Buyer's rights hereunder or a measure of liquidated damages and Buyer may seek full indemnification for all damages suffered and may pursue all rights and remedies available to it, at law or in equity, against any party hereto, jointly or severally, without seeking recourse against any other party and without exercising any right of setoff.
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Buyer's Right of Set-Off. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, Buyer may set off any amount to which it may be entitled under this Agreement or any Transaction Document including, without limitation, those amounts due by Invacare to Buyer pursuant to ARTICLE VII hereof or under the Supply Agreement, against any amounts otherwise payable by Buyer to Invacare under this Agreement or any Transaction Document including, without limitation, the Commission Payments. If at the time for payment for any Commission Payment, a Third-Party Claim or a Direct Claim (collectively, a “Buyer Indemnification Claim”) has been asserted by Buyer but Invacare’s obligation with respect thereto has not been finally determined or agreed upon, Buyer may withhold payment of such portion of the Commission Payment as shall be sufficient to pay and reimburse Buyer for all Losses upon which the Buyer Indemnification Claim is based and shall not be required to pay such withheld amount over to Invacare until five (5) days following the final determination or agreement that Invacare is not obligated to the Buyer with respect to such Buyer Indemnification Claim or, if obligated, Invacare has paid and satisfied such Buyer Indemnification Claim in full.
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Buyer's Right of Set-Off. In the event that the Buyer has one or more claims under this Agreement against the Seller or the Shareholder reasonably alleging a breach of or claim under one or more of the provisions hereof and notifies the Seller and the Shareholder in writing of the amount of and reasonable basis for such claims on or prior to the third anniversary of the Closing, the Buyer shall deduct the amount from (x) the Hampshire Common Stock; (y) the Vintage Common Stock; and/or (z) the salary, bonus and dividends payable to the Shareholder from Vintage; and the amount shall be paid to the Seller/Shareholder only upon: (i) a final and unappealable court order directing such payment; or (ii) such date, if any, as may be agreed upon in writing by the Buyer and the Seller, whichever first occurs. The Buyer's rights set forth in this Section 13 shall be in addition to, and shall not in any way limit or restrict, the Buyer's other rights and remedies arising under this Agreement or by law or otherwise. Without limiting the foregoing, not withstanding the agreement by the parties hereto who waive compliance with any bulk sale law, the Seller and the Shareholder agree that if the Buyer is required, due to application of any Bulk Sales Law or otherwise, to pay debts or other liabilities of the Seller, the Buyer may deduct the amount of all such payments made by it in the same manner set forth in the above paragraph.
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Buyer's Right of Set-Off. For any amounts required to be paid by the Seller pursuant to Section 6.2, the Buyer shall be entitled to offset any amount owed or becoming due to the Seller, including, but not limited to, (i) the remaining balance owed on the Purchase Price hereunder, (ii) any Incentive Payment becoming due, (iii) any amounts becoming due under the Building Lease Agreement, including any amounts that may become due pursuant to Buyer's exercise of the Option or the Right thereunder, and (iv) any amounts becoming due under the Employment Agreement. Buyer will give Seller thirty (30) days advance notice before incurring any expense for which Buyer will seek an offset under this Section. Exhibit 2.1
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Buyer's Right of Set-Off. Once a loss by a Buyer Indemnified Party is agreed to by Seller or adjudicated to be payable, Seller shall satisfy its obligations within 10 business days of such agreement or adjudication (a “Determination”) by wire transfer of immediately available funds. Subject to the foregoing and any other limitations contained in this Section 8 , Buyer shall have the right to set-off the principal amount of the Note then outstanding or any amounts which may be due or become due under Section 2.1(iii). Notwithstanding the foregoing, Buyer agrees that prior to seeking redress in the courts for indemnifiable losses not agreed to by Seller that the matter shall be submitted to mandatory and expedited mediation by a Florida Court Certified Mediator.
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Related to Buyer's Right of Set-Off

  • Right of Set-off Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

  • No Right of Set-Off The Trustee waives any right of set-off or any right, title, interest or claim of any kind that the Trustee may have against the Property held in the Trust Account. In the event the Trustee has a claim against the Company under this Agreement, including, without limitation, under Section 3(b), the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.

  • 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.

  • BUYER’S RIGHT TO CANCEL If after completion of an appraisal by a licensed appraiser, Buyer receives written notice from the Lender or the appraiser that the Property has appraised for less than the Purchase Price (a “Notice of Appraised Value”), Buyer may cancel the REPC by providing written notice to Seller (with a copy of the Notice of Appraised Value) no later than the Financing & Appraisal Deadline referenced in Section 24(c); whereupon the Xxxxxxx Money Deposit shall be released to Buyer without the requirement of further written authorization from Seller.

  • Right of Set-Off; Adjustments In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

  • Waiver of Set Off Each of the parties hereto hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time to time against the Administrative Agent, the Lenders or their respective assets.

  • No Right to Set-Off The Recipient shall timely pay the full amount of Service Charges and Reimbursement Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to the Provider under this Agreement on account of any obligation owed by the Provider to the Recipient.

  • Right of Setoff If an Event of Default shall have occurred and be continuing, 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 obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

  • No Right of Setoff Neither party hereto nor any affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliates.

  • Appropriation of Payment Right of Set Off 15.1 Right of appropriation (i) all unpaid interest, fees and charges shown in any previous master billing statement of account; (ii) all unpaid interest, fees and charges shown in the current master billing statement of account; (iii) all unpaid fund transfer balances (subject to 15.1(b)), Card transactions shown in any previous master billing statements of account; (iv) all unpaid fund transfer balances (subject to 15.1(b)), Card transactions shown in the current master billing statement of account; (v) all unpaid fund transfer balances (subject to 15.1(b)), Card transactions not yet included in the computation of any master billing statement of account. (b) Payments made to your Card account will always reduce the balances transferred under the latest fund transfer program (after it has been reflected in your statement of account) before reducing any other outstanding balance in your Card account (including any balances transferred from previous fund transfer programs).

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