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 2009-1 Series Account which would otherwise be payable as principal, interest, fees or other amounts (whether payable pursuant to Section 302 or otherwise) to a Series 2009-1 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 2009-1 Advance in respect of which such Defaulting Noteholder has failed to fund its portion thereof as required by the terms of the Series 2009-1 Transaction 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 2009-1 Noteholder is hereby deemed to have irrevocably consented to this treatment.
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 mutual agreement of Bxxxx and Seller, Bxxxx may set off any amounts owed by Seller Parties against any payments otherwise due to Seller Parties under this Agreement. Except as mutually agreed, Bxxxx shall have no right to set off any sums claimed to be owed by the Seller Parties to Buyer against any payment due to the Seller pursuant to this Agreement or any Ancillary Agreement. Buyer’s prohibition against a set-off under this Section 9.13 shall not (i) preclude any other rights or remedies that may be available to the Buyer or any Buyer 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 2.10.
Limited Right of Set-Off. In the event that Buyer determines in good faith that the amount of Damages (after giving effect to Section 12.5) for which it is entitled to indemnification pursuant to Section 12.1 is more than 20% of the aggregate principal amount remaining to be paid to Sellers under all of the Notes, Buyer and Company shall have a right of set-off with respect to the amount of such Damages (the "Set-Off Amount"), subject to a final determination of the actual amount of indemnification (the "Actual Amount") and to the following provisions of this Section. Any Set-Off Amount shall decrease the payments due under the Notes, on a pro rata basis as indicated on Schedule 1.1, beginning on the next occurring payment date (the "Set-Off Date"). If the Set-Off Amount is in excess of the Actual Amount (upon determination thereof), such excess shall be treated as outstanding principal under the Notes, allocated on a pro rata basis, bearing interest from the Set-Off Date at the interest rate stated under the Notes, with payment of the resulting principal and interest to be due within ten (10) business days of the date on which the Actual Amount is determined. If any set-off occurs hereunder, the Notes shall remain in full force and effect until there is a final determination of the Actual Amount and full payment under the Notes as required by this Section.
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. 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. ***.
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 payments by Tandy pursuant to and as required by the Tandy Remaining Royalty Obligation Guaranty 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 (in terms of dollars) that:
(i) Xxxxxxxx has failed to make all or any portion of a Remaining Quarterly Royalty Obligation (a “Royalty Default”) when due (unless and except to the extent the amount thereof is disputed in good faith by Xxxxxxxx in accordance with the terms of the Wrangler Mass License or the Wrangler Amendment and Assignment relating to the Wrangler Mass License) and Tandy has made a payment with respect thereto under the Tandy Remaining Royalty Obligation Guaranty, provided that written notice of such Royalty Default together with evidence of Tandy’s payment thereof is delivered to Xxxxxxxx and Xxxxxxxx has not reimbursed Tandy therefore within two (2) business days following the date of such notice;
(ii) Xxxxxxxx and Xxxxx have entered into a binding written agreement setting forth an agreed upon amount with respect to Losses to be paid by Xxxxxxxx to Tandy pursuant to Article IX; or
(iii) 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 of Losses from Xxxxxxxx to Tandy pursuant to a claim under Article IX.
(b) Tandy expressly agrees and acknowledges that it shall not be entitled to withhold from any Earn Out Payment any Losses or other amounts alleged to be due and owing based thereon, whether set forth in an indemnification notice or otherwise, other than with respect to Losses described in Section 9.7(a)(i), (ii) or (iii). If any portion of an Earn-Out Payment is withheld on the basis of an unresolved claim under Article IX or any other provision of this Agreement or any other instrument, agreement or document executed and delivered in connection herewith or based on a claim at common law, such withholding shall constitute an Earn-Out Default and Xxxxxxxx shall have its rights and remedies with respect thereto as any other rights and remedies which may be available as a result thereof.
Limited Right of Set-Off. Except to the extent of the payments between the parties pursuant to Sections 3.5.2 and 7 of this Agreement, there shall be no right of set-off.
