Offset Amount. The Offset Amount shall equal the number of vested, outstanding Options as of the Determination Date, up to a maximum of 2,000,000 Options, multiplied by the excess of the fair market value of a share of Stock as of the Determination Date over the per share exercise price of the Options.
Offset Amount. At Closing, any cash amounts payable by NGL pursuant to subsection (i) above shall be reduced by an aggregate equal to the Retained Property Value (if any) (the “Offset Amount”). In the event the Offset Amount exceeds the aggregate cash amount to be paid by NGL pursuant to such subsection (i) above, then at the Closing, SEM shall pay such excess amount to NGL in cash (the “Offset Payment”).
Offset Amount. For each day that your Offset Savings Account balance is in credit, the interest applicable to your linked loan account will be reduced by an offset amount. We explain below how we calculate this amount: offset savings x loan account account balance interest rate 365 $50,000 x 6.7% 365 Offset amount for that day = $9.17
Offset Amount. Notwithstanding anything to the contrary contained in Section 4(c), Distributor shall not be obligated to pay to Supplier any sums calculated under Section 4(c) above until such time that the cumulative amounts calculated under Section 4(c) exceed US$* * * (the “Offset Amount”). After such time, Distributor shall have no obligation to Supplier with respect to the Offset Amount and its sole obligation under Section 4(c) will be to pay the future amounts in excess of the Offset Amount as calculated under Section 4(c).
Offset Amount. The "Offset Amount" shall be that amount necessary accurately and reasonably to compensate Seller for the loss in value resulting from any defect or condition of or relating to any Asset to be repurchased hereunder (other than a defect or condition which results solely from an action, inaction or fault of Seller) which did not exist when such Asset was transferred to Purchaser, provided such defect or condition is attributable to the action, inaction or fault of Purchaser or its successors or permitted assigns. In particular, without limiting the generality of the foregoing, the Offset Amount shall include, but not be limited to, any decrease in the value of the Asset to be repurchased attributable to:
(A) Any failure to service or manage the Asset in accordance with applicable law and prudent loan servicing standards for similar commercial loans, including any such failure that results in the inability or failure of Purchaser to reconvey any Collateral Property in the same condition (normal wear and tear excepted) as such property was in on the date of its transfer to Purchaser, determined as provided in Section 9.5(g)(iv); or
(B) The inability or failure of Purchaser to transfer the Asset to Seller without any encumbrances other than those encumbrances in existence on the Closing Date. Notwithstanding the foregoing, in the event Purchaser disagrees with Seller's determination of the Offset Amount, Purchaser shall so notify Seller, and Purchaser and Seller shall promptly and in good faith attempt to resolve by mutual agreement Purchaser's disagreement with the Offset Amount. In the event Purchaser and Seller are unable to resolve Purchaser's dispute, the matter shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Within ten (10) days of the arbitrator's decision if such decision results in a reduction of the Offset Amount, the amount by which the Offset Amount is reduced shall be remitted to Purchaser.
Offset Amount. If the Executive’s benefit under the Benefit Restoration Plan of Charter Financial Corporation (the “Benefit Restoration Plan” which is a separate stand-alone agreement attached hereto, for information only, as Appendix B) is paid to the Executive in one hundred twenty (120) monthly installments, then each of the last one hundred twenty (120) monthly installments payable under this Article IV shall be reduced by each corresponding monthly installment payment paid under the Benefit Restoration Plan during such one hundred twenty (120) month period. If the Executive’s benefit under the Benefit Restoration Plan is paid in a lump sum, then each monthly installment under this Article IV shall be reduced by the amount of the monthly payment that would have been made under the Benefit Restoration Plan if one hundred eighty (180) equal monthly installments with a present value using the discount rate equal to such lump sum had been paid under such Benefit Restoration Plan. The discount rate is based on the yield on a 20-year corporate bond rated AA by Xxxxx’x, rounded to the nearest 1⁄4%, or as otherwise determined by a regulatory body applicable to the Employer. The initial discount rate on January 1, 2009 is 6%. In its sole discretion, the Plan Administrator may adjust the discount rate to maintain the rate within reasonable standards according to GAAP and consistent with the Interagency Advisory on Accounting for Deferred Compensation Agreements which states that the “cost of those benefits shall be accrued over that period of the employee’s service in a systematic and rational manner.”
Offset Amount. 13.1 The Parties hereby acknowledge and agree that, any amounts Finally Determined as due by any of the Sellers to the Buyer, GAMB and the other members of the GAMB Group, including for the avoidance of doubt, GDC Media, may be offset against any unpaid balance of the Purchase Price due to that relevant Seller under this Agreement.
13.2 To the extent that the Buyer, GAMB and the other members of the GAMB Group, including for the avoidance of doubt, GDC Media, is Finally Determined to be owed by any of the Sellers amounts in excess of the unpaid balance of the Purchase Price, the Buyer, GAMB and the other members of the GAMB Group, including for the avoidance of doubt, GDC Media, may seek payment for such amounts in excess of such unpaid balance of the Purchase Price from the relevant Sellers, subject always to the limitations set out in Clause 15 hereto.
13.3 The Buyer shall be entitled to retain from any unpaid balance of the Purchase Price due to a Seller such an amount as is equal to any Estimated Loss subject to the actual amount of the Loss, if any, being Finally Determined in accordance with the provisions of Clause 15 hereto.
13.4 The right to offset against any unpaid balance of the Purchase Price as set forth in Clause 13.1 above shall be separate and independent from (i) the forfeiture of the Consideration Payment 2 and the Consideration Payment 3 as set forth in Clause 3.1.7; and (ii) reduction of Consideration Payment 2 and Consideration Payment 3 for the Exit Bonus Program Participants as set forth in Clause 3.2 but shall at all times be subject always to the limitations set out in Clause 15 hereto.
Offset Amount. For each day that your Otfset Savings Account balance is in credit, the interest applicable to your linked loan account will be reduced by an otfset amount. We explain below how we calculate this amount: otfset savings x loan account account balance interest rate 365 $50,000 x 6.7% 365 Otfset amount for that day = $9.17
Offset Amount. As defined in Section 4.3(a) of this Agreement and shown in the example on Exhibit “E”.
