Parent's Right of Offset Sample Clauses

Parent's Right of Offset. Anything in this Agreement to the ------------------------ contrary notwithstanding, Parent may withhold and set off against any Merger Consideration otherwise due to the Shareholder, any amount as to which the Shareholder is obligated to indemnify Parent or Sub pursuant to any provision of this Section 10.5.
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Parent's Right of Offset. Anything in this Agreement to the contrary notwithstanding, Parent may withhold and set off against the merger consideration otherwise due to the Shareholder thirty percent (30%) of the Merger Stock, to be held in an escrow account at the Effective Date for a period of two years following the Closing Date. The Parent may withhold and set off against these amounts as to which the Targets or the Shareholder are obligated to pay Parent, Merger Subs or a third party pursuant to any provision of this Agreement (the “Set Off Rights”). This shall be in addition to any other rights or remedies the Parent may have.
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Parent's Right of Offset. Anything in this Agreement to the contrary notwithstanding Parent may withhold and set off against (i) the 1997 Earn-Out Amount and (ii) any other amounts otherwise due the Company Stockholders, any amount as to which Company Stockholders are obligated to indemnify Parent pursuant to any provision of this Article VIII.
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Parent's Right of Offset. Anything in this Agreement to the contrary notwithstanding, Parent may withhold and set off against the merger consideration otherwise due to the Shareholder thirty percent (30%) of the Merger Stock, to be held in an escrow account at the Effective Date until March 16, 2009. The Parent may withhold and set off against these amounts as to which the Targets or the Shareholder are obligated to pay Parent, Merger Subs or a third party pursuant to any provision of this Agreement (the “Set Off Rights”). This shall be in addition to any other rights or remedies the Parent may have.” Effective as of April 24, 2009, the following provision shall be amended and restated as hereinafter provided, such that all shares of Targets’ Common Stock is hereby converted into the right to receive:
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Parent's Right of Offset. Subject to the limitations set ------------------------- forth in this Section 10.5(e) and in Section 10.5(f), Parent may withhold and set off against any Merger Consideration and Additional Parent Shares determined in accordance with Section 3.1(b), 3.1(c), 3.2 and/or 3.3, with the Closing Shares not subject to recourse, any amount as to which the Company or the Shareholders are obligated to pay Parent, Sub or a third party pursuant to any provision of this Agreement (the "Set Off Rights"). The Set Off Rights shall be the sole recourse of Parent, Sub and Surviving Corporation with respect to any Damages incurred in connection with, arising out of, resulting from, or incident to the matters described in classes (1) and (2) below. The Parent, Sub and Surviving Corporation, their affiliates and subsidiaries, and their respective representatives, shall have Set Off Rights from and against any and all costs, losses, taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (1) any breach of any representation or warranty or the inaccuracy of any representation made by the Company in this Agreement, including in any Schedule or Exhibit hereto or in any certificate to be furnished to Parent at the Closing, or (2) any breach of any covenant or agreement made by the Company in this Agreement, including in any Schedule or Exhibit hereto or in any certificate to be furnished to Parent at the Closing; provided, however, that Parent, Sub or the Surviving -------- ------- Corporation, as the case may be, makes a written claim for Set Off Rights against the Company or the Shareholders, as the case may be, within the applicable survival period. Parent, Sub and Surviving Corporation, their affiliates and subsidiaries, and their respective representatives, shall also have Set Off Rights from and against any and all Damages incurred in connection with, arising
Sample 1
Parent's Right of Offset. Anything in this Agreement to the contrary notwithstanding, Parent may withhold and set off against any Merger Consideration (including, but not limited to, ten percent (10%) of the Initial Stock Consideration that shall be withheld in an escrow account at the Effective Date) otherwise due to the Shareholders, any amounts as to which the Shareholders are obligated to indemnify or pay to Parent, Sub or a third party pursuant to any provision of this Agreement (the "Set Off Rights" or "Right of Offset").
Sample 1

Related to Parent's Right of Offset

  • Right of Offset You hereby agree that the Company shall have the right to offset against its obligation to deliver shares of Class A Common Stock, cash or other property under this Agreement to the extent that it does not constitute “non-qualified deferred compensation” pursuant to Section 409A, any outstanding amounts of whatever nature that you then owe to the Company or any of its Subsidiaries.

  • No Right of Offset Each Purchaser hereby expressly waives any right of offset it may have against the Company or any of its Subsidiaries.

  • Withholdings; Right of Offset The Company may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling, (b) all other normal employee deductions made with respect to Company’s employees generally, and (c) any advances made to Executive and owed to Company.

  • No Rights of Offset The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.

  • LANDLORD'S RIGHT OF ACCESS Landlord shall have the right with reasonable prior notice to Tenant and at times reasonably convenient to Landlord and Tenant, and accompanied by a representative of Tenant to make access available to prospective or existing mortgagees or purchasers of any part of the Shopping Center or to inspect the Premises to determine if repairs are required. If repairs are required to be made by Tenant pursuant to the terms hereof, Landlord may by notice demand that Tenant make the same forthwith, and if Tenant refuses or neglects to commence such repairs and complete the same with reasonable dispatch, after such demand, Landlord may (but shall not be required to do so) make or cause such repairs to be made (at such times and in such manner as to minimize any interference with Tenant's business operations in the Premises), and the Landlord shall not be responsible for any loss or damage to Tenant's business by reason thereof except if such loss or damage arises out of the negligence of Landlord as provided herein. If Landlord makes or causes such repairs to be made, Tenant agrees that it will forthwith, on demand, pay to Landlord the reasonable cost thereof, and if it shall default in such payment, Landlord shall have the remedies provided for the non-payment of rent or other charges payable hereunder. Likewise, if any repairs are required to be made by Landlord under the terms of this Lease, and it fails or refuses to make such repairs, within a reasonable time after notice from Tenant of the need for such repairs, then Tenant shall have the right to make such required repairs in which event Landlord agrees that it will on demand pay to the Tenant the cost thereof. In the event of an emergency where something is required to be done forthwith in order to avoid damage, either party shall have the foregoing right of self-help without the requirement of formal notice; however, this emergency right as well as the foregoing right of self-help shall be carefully and judiciously exercised by either party, it being understood and agreed that wherever possible, the party initially responsible for taking such action should be given sufficient opportunity so to do in order to avoid any conflict with respect to whether or not self-help should have been invoked or with respect to the reasonableness of the expenses thus incurred.

  • Waivers, Rights and Remedies Except as expressly provided in this Agreement, no failure or delay by any party in exercising any right or remedy relating to this Agreement or any of the Transaction Documents shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

  • Right of Setoff If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

  • No Right of Setoff Neither party hereto nor any affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliates.

  • Seller’s Rights The Seller shall have the right to require the return of any Warranted Part, or any part removed therefrom, which is claimed to be defective if, in the judgment of the Seller, the nature of the claimed defect requires technical investigation. Such return shall be subject to the provisions of Clause 12.1.6.2. Furthermore, the Seller shall have the right to have a Seller Representative present during the disassembly, inspection and testing of any Warranted Part claimed to be defective, subject to such presence being practical and not unduly delaying the repair.

  • Right of Set-off Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

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