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.
Off-Set. If an Employee’s employment is terminated for any reasons, the Company may set off any amounts the Employee owes to the Company against any amounts the Company owes to the Employee, except for amounts the Company is not permitted by law to offset.
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.
Off-Set. 5.1 In the event that the Parties agree at some future date that the Facility is to be used to service cars owned by any third party, SWEPCO will levy charges which will provide for recovery of at least costs for such service, including Facility-related costs, and the net proceeds, therefore, shall be allocated to the owners of the facility, subject to the approval of any Regulatory Commission having jurisdiction, at or prior to the time of receipt of any such payments.
Off-Set. The parties agree to the following in connection with the Seller's obligations under Section 2.05 and Articles X and XI:
