Off-Set, Assignment; Governing Law Clause Samples
The "Off-Set, Assignment; Governing Law" clause serves to address three key contractual issues: the right to offset obligations, the ability to assign rights or duties, and the determination of which jurisdiction's laws will govern the agreement. In practice, this clause may allow one party to deduct amounts owed to them from payments they are required to make, restrict or permit the transfer of contractual rights to third parties, and specify the state or country's laws that will interpret and enforce the contract. Its core function is to clarify these important procedural and legal matters, thereby reducing uncertainty and potential disputes between the parties.
Off-Set, Assignment; Governing Law. Buyer shall be entitled to offset or recoup from amounts due to Seller from Buyer hereunder or under any Other Agreement (including Seller Damages) against any obligations of Seller to Buyer hereunder or under any Other Agreement (including Buyer Damages). This Agreement and all the rights and powers granted hereby shall bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and the rights, interests and obligations hereunder may not be assigned by any party hereto without the prior written consent of the other parties hereto, except that Buyer may make such assignment to any Affiliate of such Buyer provided that such Buyer remains liable hereunder. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law doctrines.
Off-Set, Assignment; Governing Law. Buyer shall be entitled to offset or recoup from amounts due to Seller from Buyer hereunder or under any Other Agreement (including Seller Damages) against any obligations of Seller to Buyer hereunder or under any Other Agreement (including Buyer Damages) provided that the Buyer shall provide written notice of any claimed offset or recoup to the Seller at least fifteen (15) days prior to undertaking any offset or recoup from amounts due. This Agreement and all the rights and powers granted hereby shall bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and the rights, interests and obligations hereunder may not be assigned by any party hereto without the prior written consent of the other parties hereto, except that Buyer may make such assignment to any Affiliate of such Buyer provided that such Buyer remains liable hereunder. This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania without regard to its conflict of law doctrines.
Off-Set, Assignment; Governing Law. In the event Buyer shall make a claim for an offset from amounts due to Seller from Buyer, Buyer shall be required to notice Seller of same and shall continue to make payments of the disputed amount by depositing those funds in escrow with Seller’s attorney. Those disputed funds shall remain on deposit until such time that the parties mutually agree to a resolution or upon a final binding non-appealable decision from an award in arbitration or a court of competent jurisdiction. All other payments due Seller under this Agreement that are not in dispute shall be paid to Seller accordingly. This Agreement and all the rights and powers granted hereby shall bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and the rights, interests and obligations hereunder may not be assigned by any party hereto without the prior written consent of the other parties hereto, except that Buyer may make such assignment to any Affiliate of such Buyer provided that such Buyer remains liable hereunder. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut without regard to its conflict of law doctrines.
Off-Set, Assignment; Governing Law. Buyer shall be entitled to offset or recoup from amounts due to Seller from Buyer hereunder or under any Other Agreement (including Seller Damages) against any obligations of Seller to Buyer hereunder or under any Other Agreement (including Buyer Damages), and to offset from amounts due to Lessor from Buyer under the New Lease Agreement against any obligations of Seller to Buyer with respect to Pre-Sold Tickets. This Agreement and all the rights and powers granted hereby shall bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and the rights, interests and obligations hereunder may not be assigned by any party hereto without the prior written consent of the other parties hereto, except that Buyer may make such assignment to any Affiliate of such Buyer provided that such Buyer remains liable hereunder. This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire without regard to its conflict of law doctrines.