Common use of Offset Right Clause in Contracts

Offset Right. Notwithstanding anything to the contrary contained herein, the SPE Shareholders shall have the right to off-set, on a pro rata basis, the amount of any unrecouped claim for Losses the SPE Shareholders or any of their Indemnified Parties may have pursuant to the provisions of this Section 7 or pursuant to Article X of the Share Purchase and Subscription Agreement against any amounts due and payable by them to the Non-SPE Shareholders, including in respect of the Call Price, if (a) a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses, or (b) if the SPE Shareholders notify the Non-SPE Shareholders’ Representative of any Losses that are not subject to any Adjudicated Decision (by written notice including reasonable details and supporting documentation concerning the grounds for the Losses), in which case the SPE Shareholders shall be entitled to deduct the amount of such Losses from such amounts due and payable to the Non-SPE shareholders prior to the payment thereof to the Non-SPE Shareholders hereunder and deposit such amount in an interest bearing escrow account. The escrow account shall be established with Citibank, or other bank designated by the SPE Shareholders, to be held until such time as a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses or pursuant to a mutual settlement agreement of the Parties, at which time the funds in the escrow account shall be distributed in accordance with the Adjudicated Decision or the mutual settlement agreement, as applicable. In addition, the SPE Shareholders shall be entitled to receive, and the Non-SPE shareholders shall direct that the Company shall pay on a pro rata basis to the SPE Shareholders or the escrow agent, as applicable, any such unrecouped claim for Losses on the same basis as set forth above, and the Non-SPE Shareholders shall be deemed to waive their rights to such dividends. Any such off-set or payment direction shall be made in good faith and only if the SPE Shareholders have delivered to the Non-SPE Shareholders a reasonably detailed notice of the basis for such off-set or payment direction, at least three Business Days prior to the due date for payment of such amount.

Offset Right. Notwithstanding anything to the contrary contained herein, the SPE Shareholders shall have the right to off-set, on a pro rata basis, the amount of any unrecouped claim for Losses the SPE Shareholders or any of their Indemnified Parties may have pursuant to the provisions of this Section 7 or pursuant to Article X of the Share Purchase and Subscription Agreement against any amounts due and payable by them to the Non-SPE Shareholders, including in respect of the Call Price, if (a) a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses, or (b) if the SPE Shareholders notify the Non-SPE Shareholders’ Representative of any Losses that are not subject to any Adjudicated Decision (by written notice including reasonable details and supporting documentation concerning the grounds for the Losses), in which case the SPE Shareholders shall be entitled to deduct the amount of such Losses from such amounts due and payable to the Non-SPE shareholders prior to the payment thereof to the Non-SPE Shareholders hereunder and deposit such amount in an interest bearing escrow account. The escrow account shall be established with Citibank, or other bank designated by the SPE Shareholders, to be held until such time as a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses or pursuant to a mutual settlement agreement of the Parties, at which time the funds in the escrow account shall be distributed in accordance with the Adjudicated Decision or the mutual settlement agreement, as applicable. In addition, the SPE Shareholders shall be entitled to receive, and the Non-SPE shareholders shall direct that the Company shall pay on a pro rata basis to the SPE Shareholders or the escrow agent, as applicable, any such unrecouped claim for Losses on the same basis as set forth above, and the Non-SPE Shareholders shall be deemed to waive their rights to such dividends. Any such off-set or payment direction shall be made in good faith and only if the SPE Shareholders have delivered to the Non-SPE Shareholders a reasonably detailed notice of the basis for such off-set or payment direction, at least three Business Days prior to the due date for payment of such amount. The Non-SPE Shareholders agree and confirm that they shall take all steps as are required under applicable Law to effectuate the offset right of the SPE Shareholders and the Indemnified Parties as set out in this Section 7.3(c), including making applications for statutory consents as may be required (e.g., for establishment of an escrow account).

Offset Right. Notwithstanding anything to the contrary contained herein, the SPE Shareholders shall have the right to off-set, on a pro rata basis, the amount of any unrecouped claim for Losses the SPE Shareholders or any of their Indemnified Parties may have pursuant to the provisions of this Section 7 or pursuant to Article X of the Share Purchase and Subscription Agreement against any amounts due and payable by them to the Non-SPE Shareholders, including in respect of the Call Price, if (a) a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses, or (b) if the SPE Shareholders notify the Non-SPE Shareholders’ Representative of any Losses that are not subject to any Adjudicated Decision (by written notice including reasonable details and supporting documentation concerning the grounds for the Losses), in which case the SPE Shareholders shall be entitled to deduct the amount of such Losses from such amounts due and payable to the Non-SPE shareholders prior to the payment thereof to the Non-SPE Shareholders hereunder and deposit such amount in an interest bearing escrow account. The escrow account shall be established with Citibank, or other bank designated by the SPE Shareholders, to be held until such time as a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses or pursuant to a mutual settlement agreement of the Parties, at which time the funds in the escrow account shall be distributed in accordance with the Adjudicated Decision or the mutual settlement agreement, as applicable. In addition, the SPE Shareholders shall be entitled to receive, and the Non-SPE shareholders shall direct that the Company shall pay on a pro rata basis to the SPE Shareholders or the escrow agent, as applicable, any such unrecouped claim for Losses on the same basis as set forth above, and the Non-SPE Shareholders shall be deemed to waive their rights to such dividends. Any such off-set or payment direction shall be made in good faith and only if the SPE Shareholders have delivered to the Non-SPE Shareholders a reasonably detailed notice of the basis for such off-set or payment direction, at least three Business Days prior to the due date for payment of such amount. The Non-SPE Shareholders agree and confirm that they shall take all steps as are required under applicable Law to effectuate the offset right of the SPE Shareholders and the Indemnified Parties as set out in this Section 7.3(c), including making applications for statutory consents as may be required (e.g., for establishment of an escrow account).

Offset Right. Notwithstanding anything If Landlord wrongfully fails to disburse any amount of the contrary contained hereinTenant Improvement Allowance owing to Tenant pursuant to Section 2.2.2 above, the SPE Shareholders then Tenant shall have the right to off-set, on a pro rata basispay the Contractor, the Architect and other consultants, as the case may be, directly, in which event Landlord shall reimburse Tenant for the amount so paid within five (5) business days after Tenant’s submission to Landlord of receipted invoices therefor (accompanied by reasonable supporting documentation). If Landlord fails to reimburse Tenant within such five (5) business day period, then Tenant may withhold from future Rentals due under the Lease the sum owed Tenant, until Tenant is reimbursed in full for the sum plus interest at the Interest Rate. Notwithstanding the foregoing, Tenant shall deliver notice to Landlord (and any unrecouped claim for Losses Security Holder of which Tenant has been given notice) a written notice of Tenant’s intent to pay the SPE Shareholders Contractor, the Architect or other consultants, as the case may be, directly as provided above at least ten (10) business days prior to making any such payment (which notice shall describe the basis on which Tenant asserts that Landlord has wrongfully failed to disburse such amount), and Landlord may deliver to Tenant a good faith written objection before the expiration of their Indemnified Parties may have pursuant to the provisions of this Section 7 or pursuant to Article X of the Share Purchase and Subscription Agreement against any amounts due and payable by them to the Non-SPE Shareholderssuch ten (10) business day notice period, including in respect of the Call Price, if (a) a Adjudicated Decision setting forth with reasonable particularity Landlord’s reasons for its claim that Landlord is issued that entitles not required to make the SPE Shareholders to compensation or reimbursement for any Losses, or disbursement of the Tenant Improvement Allowance and (b) if submitting the SPE Shareholders notify dispute to binding arbitration in accordance with Paragraph 34 of the Non-SPE Shareholders’ Representative of any Losses that are not subject to any Adjudicated Decision (by written notice including reasonable details Lease. If and supporting documentation concerning the grounds for the Losses), in which case the SPE Shareholders shall be entitled to deduct the amount of such Losses from such amounts due and payable to the Non-SPE shareholders prior extent Landlord property objects and submits the dispute to the payment thereof to the Non-SPE Shareholders hereunder and deposit such amount in an interest bearing escrow account. The escrow account shall be established with Citibank, or other bank designated by the SPE Shareholders, to be held until such time as a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses or pursuant to a mutual settlement agreement of the Parties, at which time the funds in the escrow account shall be distributed arbitration in accordance with the Adjudicated Decision or preceding sentence, then Tenant shall not exercise such rights unless and until the mutual settlement agreement, Arbitrator (as applicable. In addition, the SPE Shareholders shall be entitled to receive, and the Non-SPE shareholders shall direct that the Company shall pay on a pro rata basis to the SPE Shareholders or the escrow agent, as applicable, any such unrecouped claim for Losses on the same basis as set forth above, and the Non-SPE Shareholders shall be deemed to waive their rights to such dividends. Any such off-set or payment direction shall be made defined in good faith and only if the SPE Shareholders have delivered to the Non-SPE Shareholders a reasonably detailed notice Paragraph 34.2 of the basis for Lease) determines that Tenant has the right to exercise such off-set or payment direction, at least three Business Days prior to the due date for payment of such amountrights.