Off-Set Sample Clauses

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. 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. 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. 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. PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT

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

Off-Set. All sums payable by Trustor under the Note and this Trust Deed 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 Trustor 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 Trust Estate or any part thereof; (b) any destruction or prevention of or interference with any use of the Trust Estate or any part thereof; (c) any title defect or encumbrance or any eviction from the Trust Estate or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Beneficiary, or any action taken with respect to this Trust Deed by any trustee or receiver of Beneficiary, or by any court, in any such proceeding; (e) any claim which Trustor has or might have against Beneficiary; (f) the occurrence of an Event of Default or any default or failure on the part of Beneficiary to perform or comply with any of the terms, covenants or conditions of this Trust Deed beyond any applicable grace or cure period or of any other agreement with Trustor; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.

Off-Set. MNI shall have the right, at any time, without providing prior notice, to deduct and/or offset any and all sums owed by Merchant to MNI pursuant to this Agreement from any Security and/or the existing balance in the Merchant Account. To the extent such deduction or offset was made by MNI out of the Rolling Reserve Account, Merchant shall replenish the Rolling Reserve Account in the amount of such withdrawal within three (3) Business Days after first demand from MNI.

Off-Set. If the Administrative Agent or any Lender has heretofore entered into, or hereafter enters into, any letter or other agreement by which the Administrative Agent or such Lender agrees not to exercise any right of set-off, off-set or similar right, then the Administrative Agent and/or such Lender(s) (as applicable) shall continue to be bound by such agreements not to exercise any right of set-off, off-set or similar right, notwithstanding anything contained in this Credit Agreement or any other Fundamental Document to the contrary.

Off-Set. In addition to any other rights of off-set or other rights CAIS or the Company may have at common law or otherwise, CAIS or the Company may off-set any obligation to pay any amount due to the Shareholders, including without limitation the Additional Consideration, against any indemnity payment due to CAIS or the Company hereunder.