Limited Offset. If a Landlord Default occurs and is continuing hereunder and Tenant elects to cure or attempts to cure the Landlord Default, and if Landlord fails to reimburse Tenant for such reasonable costs of curing the Landlord Default within thirty (30) days after Tenant’s submission of an invoice for such costs together with reasonable supporting documentation, Tenant may from time to time offset such costs against installments of Annual Basic Rent in an amount not to exceed Five Hundred Thousand Dollars ($500,000.00) in any twelve (12) calendar month period.
Limited Offset. Each Party to this Agreement may offset any amount due to any other Party or any of such other Parties’ Affiliates under this Agreement against any amount owed from such other Party or its Affiliates under this Agreement; provided that no Party to this Agreement may offset any amount due to any other Parties hereto or any of such other Parties’ Affiliates under this Agreement against any amount owed or alleged to be owed from such other Party or its Affiliates under any other Transaction Agreement without the written consent of such other Party.
Limited Offset. Except under the provisions of this Section 7.5 or as specifically provided for in this Agreement, Purchaser shall have no right to offset any amounts under this Article VII against any amounts payable by Purchaser pursuant to any Operative Document except in accordance with the following procedures. Purchaser must assert any claim of offset to Seller by written notice and offset shall only be permitted against the Subordinated Note, if any. If Seller agrees in writing to such offset, Purchaser may offset the amount which is so accepted by Seller against the balance of the Subordinated Note. If Seller does not accept such claim, Seller and Purchaser will have 30 days in which to resolve any disagreement. If an agreement is not reached within the 30 day period, unless both parties agree to extend the period in which to reach an agreement, the claim for offset shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association as such rules may be modified herein or as otherwise agreed by the parties in such controversy. The forum for arbitration shall be Houston, Texas and the governing law for such arbitration shall be the laws of the State of Texas, without reference to the conflicts of laws rules thereof. Except for offsets against the Subordinated Note as specifically permitted in this Agreement, there shall be no rights of offset available to Purchaser.
Limited Offset. 42 7.6 No Third Party Beneficiaries...................................................................43 7.7
Limited Offset. 78 13.2 Landlord Letter of Credit.........................................78 ARTICLE XIV MISCELLANEOUS.................................................78 TABLE OF CONTENTS (continued) Page ----
Limited Offset. 42 7.6 No Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 7.7
Limited Offset. Section 9.15 Counterparts
Limited Offset. In the event that Tenant should default in its obligation to pay Landlord any Operating Costs (including Real Estate Taxes) with respect to the Premises as required by Article VII, then Landlord may offset one-half of any amounts which Landlord pays for such costs out of its own resources, against the outstanding balance owed by Landlord to Second Mortgage Lender (which is either Tenant or an Affiliate of Tenant) under the Second Mortgage, up to a maximum offset of $750,000 in the aggregate over the Term hereof.
