Limited Right of Set-Off. Except as expressly provided in Section 4.11 and in Section 4.4(c) for royalties payable pursuant to Section 4.4(c), all royalties owed or paid to Palomar pursuant to this Section 4 shall be non-creditable and non-refundable and there shall be no right of set-off with respect thereto, provided that Cynosure may credit any over-payment made by Cynosure to Palomar hereunder against future amounts owed Palomar hereunder but otherwise Palomar shall not be obligated to reimburse any such over-payment.
Limited Right of Set-Off. Until the Conversion Date, any amounts on deposit in the Series 2012-1 Series Account which would otherwise be payable as principal, interest, fees or other amounts (whether payable pursuant to Section 303 or otherwise) to a Series 2012-1 Noteholder that is then classified as a Defaulting Noteholder, shall, in accordance with the written direction of the Issuer, be applied to fund to the Issuer any previously requested Series 2012-1 Advance in respect of which such Defaulting Noteholder has failed to fund its portion thereof as required by the terms of the Series 2012-1 Related Documents. Any payments, prepayments or other amounts paid or payable to a Defaulting Noteholder that are so applied shall be deemed paid to and redirected by such Defaulting Noteholder, and each Series 2012-1 Noteholder is hereby deemed to have irrevocably consented to this treatment.
Limited Right of Set-Off. Upon the mutual agreement of Purchaser and Seller, Purchaser may set off any amounts owed by Sellers against any payments otherwise due to Sellers under this Agreement. Except as mutually agreed by Sxxxxx’s Representative and Purchaser, Purchaser shall have no right to set off any sums claimed to be owed by the Seller Parties to Purchaser against any payment due to the Sellers pursuant to this Agreement or any Ancillary Agreement. Purchaser’s prohibition against a set-off under this Section 9.11 shall not (i) preclude any other rights or remedies that may be available to the Purchaser or any Purchaser Indemnified Party, whether provided by law, equity, statute, any other agreement between the Parties or otherwise, or (ii) impact the procedures set forth in Section 2.7.
Limited Right of Set-Off. Subject to applicable law, each Holder of the Securities agrees, by the acceptance of any interest in a Security, that, if (a) the Company shall institute proceedings seeking adjudication of its bankruptcy or seeking reorganization under the Bankruptcy Act, the Civil Rehabilitation Act, the Corporate Reorganization Act, the Companies Act or any other similar applicable law of Japan, and so long as such proceedings shall have continued, or a decree or order by any court having jurisdiction shall have been issued adjudging the Company bankrupt or insolvent or approving a petition seeking reorganization under any such laws, and as long as such decree or order shall have continued undischarged or unstayed, or (b) the Prime Minister confirms that specified item 2 measures (tokutei dai nigo sochi) need to be applied to the Company, the Holder of the Securities will not, and waives its rights to, exercise, claim or plead any right of set off, compensation or retention in respect of any amount owed to the Holder of the Securities by the Company arising under, or in connection with the Securities of any series or this Indenture.
Limited Right of Set-Off. Upon the occurrence and during the continuance of any Amortization Event, the Lender 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 the Lender to or for the credit or the account of FPF against any and all of the Obligations now or hereafter existing under this Agreement, the Note or the other Borrowing Documents, whether or not the Lender shall have made any demand under this Agreement or the Note or the other Borrowing Documents and although such obligations may be unmatured. The Lender agrees promptly to notify FPF after any such set-off and application; provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Lender may have. Notwithstanding the foregoing, the Lender shall have no right to set off and apply any other funds or deposits held by the Lender with respect to any other loan to or indebtedness of FPF.
Limited Right of Set-Off. Each Buyer Indemnifiable Party (or the Buyer on its behalf) shall have the right to set-off against any unsatisfied principal amount of the Note (whether or not such principal amount is then due and payable) the amount of any Buyer Indemnifiable Losses suffered or incurred by such Buyer Indemnified Party, in accordance with the procedures, and subject to the limitations, set forth in this Section 8.07.
Limited Right of Set-Off. In the event that the Landlord does not pay the Tenant the Moving Allowance or the fee due to Xxxxxx, Xxxxxx & Xxxxxxx Inc. (as referenced in Section 20.24) as and when due, the Tenant may, following ten (10) days written notice to Landlord, deduct said unpaid amounts from the Basic Rent next coming due hereunder.
Limited Right of Set-Off. The provisions of Section 4.1 to the contrary notwithstanding, the Lessee shall have the right to set-off against Supplemental Rent and the Purchase Option Consideration an amount equal to any judgment for a liquidated sum of money entered against the Lessor in favor of the Lessee by a court of competent jurisdiction sitting in the Commonwealth of Virginia under a final, non-appealable order.
Limited Right of Set-Off. (a) The Parties agree and acknowledge that Tandy shall have the right in accordance with the terms of this Section 9.7 to set-off any Losses claimed by a Xxxxxxxx Indemnitee pursuant to this Article IX or any damages or payment obligations based upon, arising out of, or related to this Agreement against all or any portion of the Earn-Out Monthly Payments or the Earn-Out Amount which may be payable pursuant to this Agreement if and only if, and to the extent that (in terms of dollars) (i) Xxxxxxxx and Tandy have entered into a binding written agreement setting forth an agreed upon amount to be paid by Xxxxxxxx to Xxxxx pursuant to Article IX or (ii) a final, non-appealable judgment is entered against Xxxxxxxx based on an order of a Court which has jurisdiction with respect to such matter pursuant to Section 11.8 which requires payment from Xxxxxxxx to Xxxxx pursuant to a claim under Article IX.
Limited Right of Set-Off. Purchaser and Guarantor hereby covenant and agree that except as otherwise expressly provided in this Section 2.06, each payment of the Transaction Consideration provided for in this Article II shall be paid and delivered to Seller when due and payable in accordance with the provisions of this Article II, and neither Purchaser nor Guarantor shall have any right to set off against any amounts due or to become due to Seller hereunder, any amounts that may become payable to Purchaser and/or Guarantor by Seller pursuant to any provision of the Transaction Documents, any provision of Applicable Law or otherwise; provided however, that notwithstanding the foregoing, Purchaser may set off against any unpaid payment of the Transaction Consideration due and payable to Seller hereunder any amounts due and payable to Purchaser by Seller which amounts (a) are not subject to dispute between Seller and Purchaser, or (b) have been determined to be due and payable pursuant to a final and nonappealable judgment of a court of competent jurisdiction or a final, nonappealable and binding arbitration award. ***.
