Off-Set Sample Clauses

Off-Set. Any undisputed debts or credits, in favor of or against either the Reinsurer or the Company with respect to this Agreement, are deemed mutual debts or credits and may be offset, and only the balance will be allowed or paid. The right of offset will not be affected or diminished because of the insolvency of either party.

Off-Set. The parties hereto agree that the Company shall have the right to off-set from any amounts otherwise due and owing to Executive pursuant to this Agreement, any and all undisputed amounts legitimately owed by Executive to the Company or any of its Affiliates (as hereinafter defined), whether pursuant to this Agreement or to any other agreement or obligation.

Off-Set. All outstanding Transactions under this Agreement and the obligations to make payment in connection therewith or under any other agreement between the Parties may be offset against each other, netted, set-off or recouped therefrom.

Off-Set. Except as expressly provided in this Agreement, CiC Severance Compensation pursuant to this Section 3 will not be subject to set-off or mitigation.

Off-Set. All sums payable by Borrower under this Deed of Trust shall (unless otherwise specifically provided in this Deed of Trust) be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction. The obligations and liabilities of Borrower hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of, or any condemnation or similar taking of the Property or any part thereof; (b) any restriction or prevention of or interference with any use of the Property or any part thereof; (c) any title defect or encumbrance or any eviction from the Property or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lender, or any action taken with respect to this Deed of Trust by any trustee or receiver of Lender, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms, covenants or conditions of this Deed of Trust or of any other agreement with Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.

Off-Set. 24.1 PPM shall be notified in writing by HUMANA of any monies PPM or PPM Physician(s) may owe HUMANA, for any reason, and PPM shall have thirty (30) days from receipt of such notification to refund monies owed to HUMANA. If there is a dispute as to monies owed to HUMANA, PPM shall provide a written response to HUMANA outlining the specific nature of such dispute within such thirty (30) day notice period. Notwithstanding the above, PPM authorizes and shall require PPM Physician(s) to authorize HUMANA to deduct monies that otherwise may be due and payable to HUMANA from any outstanding monies that HUMANA, for any reason, may owe to PPM or PPM Physician(s), as applicable. 24.2 PPM agrees that HUMANA may make retroactive adjustments to the payment and funding arrangement(s) outlined in the enclosed attachments for changes in enrollment and other business reasons including but not limited to claims payment errors, data entry errors, capitation errors and incorrectly submitted claims.

Off-Set. The number of Common Shares purchasable pursuant to this Warrant shall be reduced by the number of Common Shares issuable upon exercise of any vested portion of the Performance Warrant as of the Exercise Time.

Off-Set. All sums payable by Mortgagor with respect to the Obligations shall be paid without notices, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction. The Obligations and liabilities of Mortgagor hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of, or any condemnation or similar taking of the Mortgaged Property or any part thereof; (b) any destruction or prevention of or interference with any use of the Mortgaged Property or any part thereof; (c) any title defect or encumbrance or any eviction from the Mortgaged Property or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee, or any action taken with respect to this Mortgage by any trustee or receiver of Mortgagee, or by any court, in any such proceeding; (e) any claim which Mortgagor has or might have against Mortgagee; (f) any default or failure on the part of Mortgagee to perform or comply with any of the terms, covenants or conditions of this Mortgage or of any other agreement with Mortgagor; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing. Except as otherwise expressly set forth in this Section 5.1, nothing contained in this Section 5.1 shall waive any claims or defenses of Mortgagor against any third parties. Nothing contained in this Section 5.1 shall be construed as prohibiting Mortgagor from pursuing any rights or remedies it may have against any person in a separate legal proceeding.

Off-Set. The parties agree to the following in connection with the Seller's obligations under Section 2.05 and Articles X and XI: (a) In the event that the Purchaser shall have made a claim pursuant to Section 2.05 or a claim for indemnification pursuant to Articles X or XI on or prior to the first anniversary of the Closing Date and, as of any date on which payment is to be made pursuant to the Preferred Interests (or, following redemption of the Preferred Interests, pursuant to the Purchase Money Note), such claim shall remain outstanding, the Purchaser may, in lieu of making such payment to the Seller, deposit such payment into an escrow (the "Off-Set Escrow"), to be established pursuant to the Off-Set Escrow Agreement, to the extent (and only to the extent) such payment, together with all other amounts then on deposit in the Off-Set Escrow, does not exceed the aggregate amount of all such claims then in dispute. The amounts that may be paid by the Purchaser into the Seller's Escrow or deemed redeemed (or, in the case of the Purchase Money Note, reduced) pursuant to this Section 10.07 shall not exceed $3,000,000 in the aggregate. (b) In the event any such claim for indemnification shall be resolved in favor of the Purchaser, either by settlement or by a final judgment of a court of competent jurisdiction that is not subject to further appeal then, to the extent such claim is not paid out of the Seller Escrow or otherwise by the Seller, the Preferred Interests (or if the Preferred Interests shall have been redeemed as of such time, the principal amount outstanding pursuant to the Purchase Money Note as of such time, if any) shall, if the Purchaser so elects, be deemed redeemed (or reduced, as the case may be) by the amount of such claim, as so resolved (it being understood that any such resolved claim shall be satisfied first out of monies on deposit in the Off-Set Escrow and only thereafter by the redemption of Preferred Interests or the reduction of the principal amounts of the Purchase Money Note) and shall be deemed satisfied by virtue of such reduction.

Off-Set. Under no circumstances may Lessee apply any sums due to him by Lessor or any amount because of repairs needed to any item of the leased premises (whether or not such repairs are to be made by Lessor) or any part of the security deposit against any payments or rent due or to become due by Lessee to Lessor.