OFFSET/WAIVER Sample Clauses

OFFSET/WAIVER. For purposes of this Section 10.2: Section 10.2.2.1 In the event that a Buyer Indemnitee wishes to make any indemnification claim under this Section 10.2, such Buyer Indemnitee shall provide written notice of such claim (an “Indemnification Notice”) to the Escrow Agent and the Escrow Participant Representative. Any such notice shall, to the extent practicable, set forth in reasonable detail the basis for the claim and shall include a good faith determination of the estimated amount of the claim. Thereafter, the Escrow Participant Representative shall have twenty (20) Business Days following the Escrow Participant Representative’s receipt of the Indemnification Notice in which to deliver notice of objection to such claim to the Buyer Indemnitee and the Escrow Agent. If no objection notice is given, then the claim in the amount alleged by the Buyer Indemnitee in the Indemnification Notice shall be deemed to be valid and indemnifiable pursuant hereto, and the Buyer Indemnitee shall be entitled to offset the full amount of such claim against the Escrow Consideration. No offset shall be permitted if the relevant claim is timely disputed as set forth above, unless and until its validity is finally resolved. In the event that the Buyer Indemnitee is entitled to offset as a result of the final resolution of the validity of such claim, such Buyer Indemnitee shall provide written notice (the “Resolved Claim Notice”) of such offset to the Escrow Agent and the Escrow Participant Representative. Within five (5) Business Days after receipt of the Resolved Claim Notice, the Escrow Agent shall deliver to such Buyer Indemnitee an amount of Escrow Consideration equal to the amount of such offset. Each Escrow Participant shall be severally liable for the dollar amount equal to the product of (x) the dollar amount set forth in such Resolved Claim Notice multiplied by (y) such Escrow Participant’s Pro Rata Share, but in no event greater than the remaining amount of the Escrow Consideration attributable to such Escrow Participant; provided, however, that in the event the Resolved Claim Notice involves a claim by a Buyer Indemnitee for indemnification pursuant to Section 10.2.1.1 of this Agreement for breach of the Company’s representations and warranties contained in Sections 4.2.2 or 4.2.4 of this Agreement, and the amount of the offset remains unfulfilled after payment of the Escrow Consideration, then each Escrow Participant shall be severally liable for the delivery to such...
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OFFSET/WAIVER. Subject to the provisions of Sections 10.01 and 10.03, after the Closing, Purchaser, without limitation of its other rights and remedies, shall have recourse upon the Escrowed Funds and a right of offset against its obligations under the Note for any breach of the representations, warranties, and covenants of Seller and the Company under this Agreement. In any proceedings by the Purchaser to assert or prosecute any claims under, or to otherwise enforce, this Agreement, Seller agrees that he will not assert as a defense, or as a bar to recovery, and hereby waives any right to so assert such defense or such bar to recovery, that (a) prior to the Closing, the Company shall have had knowledge of the circumstances giving rise to the claim being pursued by Purchaser, or (b) prior to the Closing, the Company engaged in conduct or took action that caused or brought about the circumstances giving rise to such claim, or otherwise contributed thereto.
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OFFSET/WAIVER. Offset No Waiver
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OFFSET/WAIVER. Subject to the provisions of Section 10.02, after the Closing, Purchaser, without limitation of its other rights and remedies, shall have a right of offset against its obligations under the Note for any breach of the representations, warranties, and covenants of Stock Sellers, the Company, and/or GSSWD under this Agreement. In any proceedings by the Purchaser to assert or prosecute any claims under, or to otherwise enforce, this Agreement, Stock Sellers, the Company, and GSSWD agree that they will not assert as a defense, or as a bar to recovery, and hereby waive any right to so assert such defense or such bar to recovery, that (a) prior to the Closing, the Company or Kerbx xxxll have had knowledge of the circumstances giving rise to the claim being pursued by Purchaser, or (b) prior to the Closing, the Company or Kerbx xxxaged in conduct or took action that caused or brought about the circumstances giving rise to such claim, or otherwise contributed thereto.
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OFFSET/WAIVER. After the Closing, Purchaser, without limitation of its other rights and remedies, shall have a right of offset against its obligations under the Note for any breach of the representations, warranties, and covenants of Sellers and the Company under this Agreement. In any proceedings by the Purchaser or the Company to assert or prosecute any claims under, or to otherwise enforce, this Agreement, Sellers agree that they will not assert as a defense, or as a bar to recovery, and hereby waive any right to so assert such defense or such bar to recovery, that (a) prior to the Closing, the Company shall have had knowledge of the circumstances giving rise to the claim being pursued by Purchaser, or (b) prior to the Closing, the Company engaged in conduct or took action that caused or brought about the circumstances giving rise to such claim, or otherwise contributed thereto.
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OFFSET/WAIVER 
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Related to OFFSET/WAIVER

  • F2 Waiver The failure of either Party to insist upon strict performance of any provision of the Contract, or the failure of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by the Contract.

  • Xx Waiver The failure of any Party to insist upon or enforce strict performance by any other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather the same shall be and remain in full force and effect.

  • DTPA Waiver PURSUANT TO SECTION 17.42 OF THE TEXAS BUSINESS AND COMMERCE CODE, TENANT WAIVES ALL PROVISIONS OF SUBCHAPTER E OF CHAPTER 17 OF SUCH CODE (OTHER THAN SECTION 17.555) (THE “DTPA”) WITH RESPECT TO THIS LEASE. TO INDUCE LANDLORD TO ENTER INTO THIS LEASE, TENANT REPRESENTS AND WARRANTS: (A) TENANT IS REPRESENTED BY LEGAL COUNSEL OF ITS OWN CHOICE AND DESIGNATION IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS LEASE; (B) TENANT’S COUNSEL WAS NOT DIRECTLY OR INDIRECTLY IDENTIFIED, SUGGESTED OR SELECTED BY LANDLORD OR AN AGENT OF LANDLORD; (C) TENANT IS LEASING THE PREMISES FOR BUSINESS OR COMMERCIAL PURPOSES, NOT FOR USE AS TENANT’S RESIDENCE; (D) TENANT HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND IT CAN EVALUATE THE MERITS AND RISKS OF THIS LEASE; (E) TENANT IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION RELATIVE TO LANDLORD WITH RESPECT TO THIS LEASE; (F) TENANT HAS A CHOICE OTHER THAN TO ENTER INTO THIS LEASE WITH THIS DTPA WAIVER PROVISION, IN THAT IT CAN ENTER INTO A LEASE AGREEMENT WITH ANOTHER LANDLORD OR PAY MORE CONSIDERATION TO ENTER INTO THIS LEASE WITHOUT THIS DTPA WAIVER PROVISION; (G) TENANT IS KNOWINGLY AND VOLUNTARILY AGREEING TO THIS DTPA WAIVER PROVISION AND CONSIDERS IT BINDING AND ENFORCEABLE; AND (H) TENANT ACKNOWLEDGES THAT LANDLORD WOULD NOT ENTER INTO THIS LEASE FOR THE SAME CONSIDERATION OR UPON THE SAME TERMS BUT FOR THE INCLUSION OF THIS DTPA WAIVER PROVISION IN THIS LEASE.

  • No Additional Waiver Implied by One Waiver In the event any agreement contained in this Site Lease should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive future compliance with any term hereof or any other breach hereunder.

  • Rescission Right Waiver and Indemnification 7.1. Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby. 7.2. Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future. 7.3. Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 7.4. Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

  • No Waiver; Severability The failure of Buyer to insist upon the performance of any provision of this AGREEMENT, or to exercise any right or privilege granted to the Buyer under this AGREEMENT, shall not be construed as waiving such provision or any other provision of this AGREEMENT, and the same shall continue in full force and effect. If any provision of this AGREEMENT is found to be unenforceable by any court or other judicial or administrative body, the other provisions of this AGREEMENT shall not be affected thereby, and shall remain in full force and effect.

  • Non-Waiver Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

  • Waiver; Severability Waiver of any default or breach under this Contract by District does not constitute a waiver of any subsequent default or a modification of any other provisions of this Contract. If any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular term or provision held invalid.

  • Liability Waiver The tenant waives and releases the landlord from any liability whatsoever in connection with: the use or occupation by an occupant or guest of the tenant of the rental unit or the residential property or the use of any services, furnishings, equipment and facilities supplied by the landlord; and any damage to or loss of any personal property of an occupant or guest of the tenant. The tenant is advised to carry adequate insurance covering personal property and third party liability claims. Subject to an order of the director, the landlord will not be liable for damages, direct or indirect, for personal discomfort or illness arising from the lack of heat, or hot and cold water, or electricity or air conditioning, or inoperable appliance, or from alterations or repairs to the rental unit or services to the rental unit. During repairs to the heating facilities, the landlord will not be obliged to furnish heat.

  • Rescission Waiver The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.

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