Offsets and Hold Backs Clause Samples

Offsets and Hold Backs. Except as expressly set forth in this Agreement, including in Article IX, the payments due to Mirabilis hereunder shall be payable regardless of any claim, defense, offset or counterclaim whatsoever, whether or not arising under this Agreement, to the end that AAC and AOL shall make all payments due under this Agreement notwithstanding any such actual or purported claim, defense, offset or counterclaim; provided, however, that the foregoing shall in no way be deemed to, and shall not, prevent or inhibit AOL or any AOL Entity from bringing any claims or otherwise seeking relief against Mirabilis, the Principal Stockholders or otherwise; and provided, further, that this paragraph 1.3(b) shall not be deemed to, and shall not, prevent AOL, AAC or AAL from offsetting and holding back Contingent Purchase Payments in connection with claims for Damages for breach of the Non-Competition Agreement by any party or parties referenced in the next sentence. Such offsets relating to claims for Damages for breach of the Non-Competition Agreement may be made only through August 15, 2002 and shall be subject to a maximum limit of $10 million with respect to breaches by each of Ar▇▇ ▇▇▇▇▇, Sefi Vigiser and Ya▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇nd $1.25 million with respect to Eran Etam (for a maximum total offset of $31.25 million, if all four parties commit such breaches). Such offsets shall be made in full at the time of the claim for Damages and shall be held back to the full amount of each such stockholder's pro rata interest (measured by his or their ownership in Mirabilis on the date hereof) in the next Contingent Purchase Payment due hereunder. If the amount of any claim for Damages should exceed such stockholder's pro rata interest in the next Contingent Purchase Payment due hereunder, then the remainder of such claim shall be offset and held back to the fullest extent possible against the next succeeding Contingent Purchase Payment, based on such stockholder's pro rata interest in such payment. For example, if AOL, AAC or AAL shall assert a claim for Damages for breach as aforesaid in the amount of $10,000,000 against a stockholder whose maximum holdback is $10 million, and such stockholders' pro rata interest in the next Contingent Purchase Payment is $8,800,000, then AOL, AAC or AAL, as the case may be, shall offset and holdback $8,800,000 against the next Contingent Purchase Payment due hereunder, and the remaining $1,200,000 of the claim shall be offset and held back against the suc...
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Related to Offsets and Hold Backs

  • Investment and Holding Company Status Neither the Borrower nor any of its Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

  • No set-off by the Borrower All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

  • Receipt and Holding of Assets The Fund will deliver or cause to be delivered to the Custodian and any Sub-Custodians all Securities and moneys of any Portfolio at any time during the period of this Agreement and shall specify the Portfolio to which the Securities and moneys are to be specifically allocated. The Custodian will not be responsible for such Securities and moneys until actually received by it or by a Sub-Custodian. The Fund may, from time to time in its sole discretion, provide the Custodian with Instructions as to the manner in which and in what amounts Securities, and moneys of a Portfolio are to be held on behalf of such Portfolio in the Book-Entry System or a Depository. Securities and moneys of a Portfolio held in the Book-Entry System or a Depository will be held in accounts which include only assets of Custodian that are held for its customers.

  • Contractual Settlement and Income The Custodian may, as a matter of bookkeeping convenience, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until the Custodian’s actual receipt of final payment and may be reversed by the Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be “final” until the Custodian shall have received immediately available funds that under applicable local law, rule or practice are irreversible and not subject to any security interest, levy or other encumbrance, and that are specifically applicable to such transaction.

  • Set-Off, etc No Collateral Obligation has been compromised, adjusted, extended, satisfied, subordinated, rescinded, set-off or modified by the Borrower or the Obligor thereof, and no Collateral is subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning the Collateral or otherwise, by the Borrower or the Obligor with respect thereto, except, in each case, pursuant to the Transaction Documents and for amendments, extensions and modifications, if any, to such Collateral otherwise permitted hereby.