Escrow and Set-Off Clause Samples

Escrow and Set-Off. If the Purchaser, acting in good faith, makes a bona fide claim for indemnification pursuant to section 8.4 at least five Business Days prior to the date on which any amounts on account of the Earn-Out Amount are payable to the Vendor, the Purchaser shall have the right to pay to Gowling ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, in escrow, pursuant to the Escrow Agreement, any such amounts up to the amount so claimed (the amounts so paid to such escrow agent being collectively described as the “Escrowed Amount”), which shall remain in escrow until the final determination or settlement of such claim, and shall be available to satisfy the amount, if any, determined or agreed to be owing to the Purchaser in connection therewith. The balance of the Escrowed Amount shall be paid to the Vendor. Any interest earned on the Escrowed Amount shall be allocated and paid to the Purchaser and Vendor in accordance with the same percentages in which the Escrowed Amount is paid. None of the Purchaser’s rights under this section 2.6 shall limit any of the Purchaser’s other rights or remedies whatsoever.
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Related to Escrow and Set-Off

  • Netting and Set-Off 23.1. If the aggregate amount payable by the Client is equal to the aggregate amount payable by the Company, then automatically the mutual obligations to make payment are set-off and cancel each other. 23.2. If the aggregate amount payable by one party exceeds the aggregate amount payable by the other party, then the party with the larger aggregate amount shall pay the excess to the other party and all obligations to make payment will be automatically satisfied and discharged. 23.3. The Company has the right to combine all or any Client Accounts opened in the Client name and to consolidate the Balances in such accounts and to set-off such Balances in the event of termination of the Agreement.

  • Mitigation and Set-Off The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to the Executive under this Agreement any amounts owed to the Company by the Executive, any amounts earned by the Executive in other employment after termination of his employment with the Company, or any amounts which might have been earned by the Executive in other employment had he sought such other employment.

  • PAYMENTS AND SET-OFF All sums payable by the Guarantor under this Deed of Guarantee will be paid without any set-off, lien or counterclaim, deduction or withholding, except for those required by Law. If any deduction or withholding must be made by Law, the Guarantor will pay that additional amount to ensure that the Buyer receives a net amount equal to the full amount which it would have received if the payment had been made without the deduction or withholding. The Guarantor will pay interest on any amount due under this Deed of Guarantee at the applicable rate under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. The Guarantor will reimburse the Buyer for all legal and other costs (including VAT) incurred by the Buyer in connection with the enforcement of this Deed of Guarantee.

  • Lien and Set Off As further security for all of your obligations hereunder (but subject to the Rules) we shall have the right to retain (and apply as set out below) all of your property which we or any of our Associated Firms hold for any purpose, including, but not limited to, property held in any other of your accounts with us or any of our Associated Firms, whether or not we have made any advances in connection with such property. From time to time we may, without notice, transfer and re-transfer any money or other property between any such accounts. You shall execute such documents and take such other action as we shall reasonably request in order to perfect our rights with respect to any security referred to in this Clause 28.

  • CLOSING AND SETTLEMENT Seller/Landlord shall determine the title company at which settlement shall occur and shall inform Buyer/Tenant of this location in writing. Buyer/Tenant agrees that closing costs in their entirety, including any points, fees, and other charges required by the third-party lender, shall be the sole responsibility of Buyer/Tenant. The only expense related to closing costs apportioned to Seller/Landlord shall be the pro-rated share of the ad valorem taxes due at the time of closing, for which Seller/Landlord is solely responsible.