Payment and Right of Offset Sample Clauses

Payment and Right of Offset. Upon the final determination of a liability under Sections 10.4(a) or (b) hereof, whether reached by written agreement of the parties or pursuant to arbitration pursuant to Section 10.4(j) hereto, the appropriate party or parties shall pay to the other, within ten (10) days after such determination, the amount so determined by agreement or by arbitration, as the case may be. In the event that Buyer is not paid in full pursuant to the foregoing provisions promptly after Seller's obligation to indemnify has been determined in accordance herewith, it shall have the right, notwithstanding any other rights that it may have against any other person, firm or corporation, to set-off the unpaid amount of any such claim against any amounts owed by it under this Agreement to the person so determined to be liable to Buyer; provided, however, that in no event shall Buyer have any right of set-off with respect to its payment of amounts due under the Trustees' and Executives' Pension Plans. Upon the payment in full of any claim, either by set-off or otherwise, the entity making payment shall be subrogated to the rights of the Indemnified Party, if any, against any Third-Party, firm or corporation with respect to the subject matter of such claim.
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Payment and Right of Offset. Upon the final determination of a liability under Section 11.1 or 11.2 hereof, whether reached by written agreement of the parties or pursuant to arbitration pursuant to Section 11.10 hereto, the appropriate party or parties shall pay to the other, within ten (10) days after such determination, the amount so determined by agreement or by arbitration, as the case may be. In the event that Acquisition is not paid in full pursuant to the foregoing provisions promptly after Stockholders' obligation to indemnify has been determined in accordance herewith, it shall have the right, notwithstanding any other rights that it may have against any other person, firm or corporation, to set-off the unpaid amount of any such claim against any amounts owed by it under this Agreement to the person so determined to be liable to Acquisition. Upon the payment in full of any claim, either by set-off or otherwise, the entity making payment shall be subrogated to the rights of the Indemnified Party, if any, against any Third-Party, firm or corporation with respect to the subject matter of such claim.
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Payment and Right of Offset. 51 11.10 Binding Arbitration...................................... 52 11.11 Survival of Representations.............................. 52 11.12 Maintenance of Existence and Liquid Assets............... 52 ARTICLE XII CONFIDENTIALITY
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Payment and Right of Offset. The Indemnifying Party shall reimburse the Indemnified Party, on demand, for any payment made by the Indemnified Party at any time in respect of any liability, obligation or a claim to which the applicable foregoing indemnity obligations relate. Any indemnification owing pursuant to this Article V shall be effected by wire transfer of immediately available funds to an account designated in writing by the applicable Indemnified Party within ten days after the determination thereof. In addition, the Indemnified Party shall be entitled to offset any amount owed to the Indemnifying Party against the amount of the indemnification obligation of the Indemnifying Party under this Agreement in accordance with the provisions of Section 2.2(k).
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Payment and Right of Offset. Each party owing an indemnity obligation hereunder shall promptly pay to the party entitled to indemnity hereunder the amount of any Damages to which such party is entitled by reason of the provisions of this Agreement. The indemnifying party shall pay to the indemnified parties all costs of investigation and defense with respect to matters subject to indemnity hereunder as such costs are incurred. The parties agree that UTI shall have the right to set-off and shall first apply and reduce against its obligations under the Note against interest, then against principal any amounts owing by the Shareholders to UTI as a result of the Shareholders' indemnity obligations under this Article XIII. UTI shall give written notice to the Shareholders of any exercise of such set-off, including the amount owed UTI by the Shareholders under this Article XIII that UTI desires to set-off against principal or interest owed by UTI under the Note (the "Proposed Set-Off Amount"); provided, however, the failure to give such notice shall in no manner affect the right of UTI in respect to set-offs and corresponding applications of funds. During the period beginning when UTI notifies the Shareholders of a set-off claim for indemnification under this Article XIII and the date the claim is resolved, interest shall not accrue on the principal amount of the Note equal to the amount of the Proposed Set-Off Amount; provided further, however, that if such claim is ultimately resolved for an amount less than the Proposed Set-Off Amount (the difference between such amount and the Proposed Set-Off Amount referred to herein as the "Claim Amount Difference"), UTI shall pay to the Shareholders, at the next interest payment date, the amount of interest (to the extent not already paid) not paid on the Claim Amount Difference prior to the ultimate resolution of such claim. In the event there be any outstanding claim for indemnification by UTI under this Article XIII that has not been resolved as of the maturity date of the Note, UTI shall be entitled to defer payment of such principal in the amount that UTI believes the Shareholders will be required to indemnify UTI. Any amounts deposited into an escrow account to be governed by the escrow agreement referred to in the Note shall continue to be subject to UTI's right to set-off described herein.
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Payment and Right of Offset. Upon the final determination of a ------------------------------ liability under Section 11.1, 11.2 or 11.3 hereof, whether reached by written agreement of the parties or pursuant to binding arbitration pursuant to Section 11.8 hereto, the appropriate party or parties shall pay to the other, within ten (10) days after such determination, the amount so determined by agreement or by arbitration, as the case may be. In the event that any of the Acquisition Indemnified Parties is not paid in full pursuant to the foregoing provisions promptly after any Principal's obligation to indemnify has been determined in accordance herewith, such Acquisition Indemnified Party shall have the right, notwithstanding any other rights that it may have against any other Person, to set-off the unpaid amount of any such claim against any other amounts owed by it under this Agreement or any other agreement or instrument to the Person so determined to be liable to the Acquisition Indemnified Party. Upon the payment in full of any claim, either by set-off or otherwise, the Person making payment shall be subrogated to the rights of the Indemnified Party, if any, against any Third Person with respect to the subject matter of such claim.
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Related to Payment and 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.

  • Interest and Right of Set Off Any sum which becomes payable under any of the provisions of this Agreement by one Party to the other Party shall, if the same be not paid within the time allowed for payment thereof, shall be deemed to be a debt owed by the Party responsible for payment thereof to the Party entitled to receive the same. Such sum shall until payment thereof carry simple interest at SBI PLR plus 5% per annum from the due date for payment thereof until the same is paid to or otherwise realised by the Party entitled to the same. Without prejudice to any other right or remedy that may be available under this Agreement or otherwise under law, the Party entitled to receive such amount shall also have the right of set off. Provided the stipulation regarding interest for delayed payments contained in Clause 14.2 shall neither be deemed nor construed to authorise any delay in payment of any amount due by a Party nor be deemed or construed to be a waiver of the underlying breach of payment obligations.

  • Appropriation of Payment Right of Set Off 15.1 Right of appropriation (i) all unpaid interest, fees and charges shown in any previous master billing statement of account; (ii) all unpaid interest, fees and charges shown in the current master billing statement of account; (iii) all unpaid fund transfer balances (subject to 15.1(b)), Card transactions shown in any previous master billing statements of account; (iv) all unpaid fund transfer balances (subject to 15.1(b)), Card transactions shown in the current master billing statement of account; (v) all unpaid fund transfer balances (subject to 15.1(b)), Card transactions not yet included in the computation of any master billing statement of account. (b) Payments made to your Card account will always reduce the balances transferred under the latest fund transfer program (after it has been reflected in your statement of account) before reducing any other outstanding balance in your Card account (including any balances transferred from previous fund transfer programs).

  • 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 Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any 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 or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

  • No Right of Set-Off The Trustee waives any right of set-off or any right, title, interest or claim of any kind that the Trustee may have against the Property held in the Trust Account. In the event the Trustee has a claim against the Company under this Agreement, including, without limitation, under Section 3(b), the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.

  • Right of Access 2.3.1 Upon reasonable notice, the NYISO and/or Connecting Transmission Owner may send a qualified person to the premises of the Interconnection Customer at or immediately before the time the Small Generating Facility first produces energy to inspect the interconnection, and observe the commissioning of the Small Generating Facility (including any required testing), startup, and operation for a period of up to three Business Days after initial start-up of the unit. In addition, the Interconnection Customer shall notify the NYISO and Connecting Transmission Owner at least five Business Days prior to conducting any on-site verification testing of the Small Generating Facility. 2.3.2 Following the initial inspection process described above, at reasonable hours, and upon reasonable notice, or at any time without notice in the event of an emergency or hazardous condition, the NYISO and Connecting Transmission Owner each shall have access to the Interconnection Customer’s premises for any reasonable purpose in connection with the performance of the obligations imposed on them by this Agreement or if necessary to meet their legal obligation to provide service to their customers. 2.3.3 Each Party shall be responsible for its own costs associated with following this article.

  • SET-OFF RIGHTS The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller.

  • Exceptions to Right of Indemnification Notwithstanding anything to the contrary in this Agreement, except as set forth in Paragraph 10, the Corporation shall not indemnify the Indemnitee in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Agreement, the Corporation shall not indemnify the Indemnitee to the extent the Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to the Indemnitee and the Indemnitee is subsequently reimbursed from the proceeds of insurance, the Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement.

  • LANDLORD'S RIGHT OF ACCESS Landlord and its contractors and representatives shall have the right to enter the Premises at all reasonable times to perform janitorial and cleaning services and, after verbal notice (except in the case of emergencies), to inspect the same, to make repairs, alterations and improvements, to maintain the Premises and the Building, specifically including, but without limiting the generality of the foregoing, to make repairs, additions or alterations within the Premises to mechanical, electrical and other facilities serving other premises in the Building, to post such reasonable notices as Landlord may desire to protect its rights, to exhibit the Premises to mortgagees and purchasers, and, during the one hundred eighty (180) days prior to the expiration of the Term, to exhibit the Premises to prospective tenants. In the event the Premises is vacant, Landlord may place upon the doors or in the windows of the Premises any usual or ordinary “To Let,” “To Lease,” or “For Rent” signs. Tenant shall permit Landlord to erect, use, maintain and repair pipes, cables, conduit, plumbing, vents and wires, in, to and through the Premises to the extent Landlord may now or hereafter deem necessary or appropriate for the proper operation, maintenance and repair of the Building and any portion of the Premises. In exercising its rights under this Article 16, Landlord will use reasonable efforts to minimize any interference with Tenant’s use or occupancy of the Premises, provided that Landlord will not be obligated to provide overtime labor or perform work after regular Building hours.

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

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