Closeout Setoffs Sample Clauses

Closeout Setoffs. After calculation of a Termination Payment in accordance with Section 12.3, (Calculation and Net Out of Settlement Amounts) if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to: (i) set off against such Termination Payment any amounts payable by the Defaulting Party to the Non-Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non-Defaulting Party; and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 12.2 (a), withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Article shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). If any obligation is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and set-off in respect of the estimate, subject to the Non-Defaulting Party accounting to the Defaulting Party when the obligation is ascertained.
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Closeout Setoffs. After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to set off against such Termination Payment any amounts due and owing by the Defaulting Party to the Non-Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non- Defaulting Party. The remedy provided for in this Section 5.6 shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which the Non- Defaulting Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).
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Closeout Setoffs. The Non-Defaulting Party shall be entitled, at its option and in its discretion, to set off, against any amounts due and owing from the Defaulting Party under this Agreement, any amounts due and owing to the Defaulting Party under this Agreement.
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Closeout Setoffs. The non-defaulting party shall be entitled, at its option and in its discretion, to set off, against any amounts due and owing from the defaulting party under this Agreement, any amounts due and owing to the defaulting party under this Agreement.
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Closeout Setoffs. After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party to the Non-Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non-Defaulting Party and/or (ii) to the extent the Agreement is not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).
Sample 1
Closeout Setoffs. Option A: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party to the Non-Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non-Defaulting Party and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). Option B: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party or any of its Affiliates to the Non-Defaulting Party or any of its Affiliates under any other agreements, instruments or undertakings between the Defaulting Party or any of its Affiliates and the Non-Defaulting Party or any of its Affiliates and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). Option C: Neither Option A nor B shall apply.
Sample 1
Closeout Setoffs. After calculation of a Termination Payment in accordance with Section 11.3 or a Damage Payment in accordance with 11.2, if the Defaulting Party would be owed the Damage Payment or Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Damage Payment or Termination Payment any amounts due and owing by the Defaulting Party to the Non- Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non-Defaulting Party and/or (ii) to the extent the Agreement is not yet liquidated in accordance with Section 11.2, withhold payment of the Damage Payment or Termination Payment to the Defaulting Party. The remedy provided for in this Section 11.6 shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).
Sample 1
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Closeout Setoffs. After calculation of the Termination Payment in accordance with Section 12.4, if the defaulting Party would be owed the Termination Payment, the nondefaulting Party shall be entitled, at its option and in its discretion, to set off against such Termination Payment any amounts due and owing by the defaulting Party to the nondefaulting Party under any other agreements, instruments or undertakings between the defaulting Party and the nondefaulting Party.
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Closeout Setoffs. “After calculation of a Termination Payment, the non-defaulting Party (“NDP”) may (at its option and in its discretion) set off, against any amounts owed to the defaulting party (“DP”) by NDP under this Agreement or by NDP or any of its Affiliates under any other agreement(s), instrument(s) or undertaking(s), any amounts (i) owed by DP to NDP under this Agreement or (ii) any amounts owed by DP to NDP or any of its Affiliates under any other agreement(s), instrument(s) or undertaking(s). The obligations of DP and NDP under this Agreement in respect of such amounts shall be deemed satisfied and discharged to the extent of any such setoff exercised by NDP. NDP will give DP notice of any setoff effected under this Section as soon as practicable after the setoff is effected provided that failure to give such notice shall not affect the validity of the setoff. Amounts subject to the setoff permitted in this Section may be converted by NDP into any currency in which any obligation owed is denominated at the rate of exchange at which NDP, acting in a reasonable manner and in good faith, would be able to purchase the relevant amount of the currency being converted. If an obligation is unascertained, NDP may in good faith estimate that obligation and setoff in respect of the estimate, subject to the relevant Party accounting to the other when the obligation is ascertained. To the extent that any Transactions are not yet liquidated in accordance with Section 10.1, the NDP shall be entitled, at its option and in its discretion, to withhold payment of a commercially reasonable portion of the aggregate amount, if any, determined under the first paragraph above to be payable by NDP to DP after any pertinent setoff(s), until such Transactions are liquidated in accordance with Section 10.1. Nothing in this Section shall be effective to create a charge or other security interest except as may be provided under applicable law. This setoff provision shall be in addition to any right of setoff, netting, off-set, combination of accounts, counterclaim, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). Each of the Parties represent and acknowledge that the rights set forth in this Section 10.2 are an integral part of the agreement between the Parties and that without such rights the Parties would not be willing to enter into transactions.” 6. The following shall be added as Section 13.10 of the ENA/Count...
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Related to Closeout Setoffs

  • Set-Off, etc No Collateral Obligation has been compromised, adjusted, extended, satisfied, subordinated, rescinded, set-off or modified by the Borrower or the Obligor thereof, and no Collateral is subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning the Collateral or otherwise, by the Borrower or the Obligor with respect thereto, except, in each case, pursuant to the Transaction Documents and for amendments, extensions and modifications, if any, to such Collateral otherwise permitted hereby.

  • Sub-processors 7.1 bookinglab shall not subcontract any processing of the Customer Personal Data to any Sub-Processor except as authorised by the Customer in accordance with this paragraph 7. The Customer consents to bookinglab engaging Sub-Processors to process the Data provided that: (i) bookinglab provides at least 30 days' prior notice of the addition of any subcontractor (including details of the processing it performs or will perform) (“Sub-Processor Notice”); and (ii) bookinglab complies with paragraphs 7.4 and 7.5 of this Appendix. 7.2 The Customer hereby consents to bookinglab’s use of the Sub-Processors listed at xxx.xxxxxxxxxx.xx.xx/xxxxxx which shall be maintained and updated when any Sub-Processor is added or removed in accordance with this paragraph 7. 7.3 If within 30 days of receipt of a Sub-Processor Notice the Customer notifies bookinglab in writing of its refusal to consent to bookinglab’s appointment of a Sub-Processor on reasonable grounds relating to the protection of Customer Personal Data, then either: (i) bookinglab will not appoint the Sub-Processor; or (ii) if bookinglab does appoint the Sub-Processor, the Customer may elect to terminate the Agreement without penalty or cost to either party save that any portion of the fees paid in advance in respect of Services not yet delivered as at the effective date of termination shall be refunded to the Customer. If after 30 days from receipt of the Sub-Processor Notice the Customer has not indicated its refusal of the appointment of a Sub-Processor in accordance with this paragraph, then the Customer is deemed to have given its consent and bookinglab shall be entitled to appoint the relevant Sub-Processor with immediate effect. 7.4 If bookinglab appoints a Sub-Processor, bookinglab shall ensure that: (a) such Sub-Processor shall only process Customer Personal Data in order to perform one or more of bookinglab's obligations under this Agreement; and (b) it enters into a written agreement or other legally enforceable terms with that Sub-Processor prior to any processing by the Sub-Processor, requiring the Sub-Processor to: (i) process Customer Personal Data only in accordance with the written instructions of bookinglab or the Customer; and (ii) comply with data protection obligations equivalent in all material respects to those imposed on bookinglab under this Appendix. 7.5 Notwithstanding the appointment of a Sub-Processor, bookinglab is responsible and liable to the Customer for any processing by the Sub-Processor in breach of this Appendix.

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