Right of Off-Set/Set-Off Sample Clauses

Right of Off-Set/Set-Off. The Purchaser and each of the Sellers shall have the right to off-set or set-off (x) any payment due to such party by another party pursuant to a judgment or award entered by a court of competent jurisdiction, arbitrator or other tribunal with respect to an Asserted Liability under this Article XI, or with respect to any indemnification payment owed under Article XI in respect of any Asserted Liability that such other party has notified such party that it does not intend to contest, against (y) any other payment to be made to such other party pursuant to this Agreement or the Restated Operating Agreement (a "SET-OFF PAYMENT"); PROVIDED, HOWEVER, that in the case of a judgment or award that is not final and is subject to appeal and such other party has indicated in writing to such party that it intends to pursue an appeal (a "PRELIMINARY JUDGMENT"), such Set-off Payment shall be deposited into an account designated by an escrow agent to be mutually agreed upon by the Purchaser and the Sellers' Representative (each acting reasonably) and on customary terms and conditions mutually acceptable to the Purchaser and the Sellers' Representative (each acting reasonably). Upon entry of a final, non-appealable judgment or award by a court of competent jurisdiction, arbitrator or other tribunal with respect to such Preliminary Judgment (a "FINAL JUDGMENT"), any Set-off Payment deposited into such an account shall be either paid to the party who deposited it or to the party to whom it was to be made in accordance with such Final Judgment.
Sample 1
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Right of Off-Set/Set-Off. Each Party expressly acknowledges and agrees that in the event that any Company Indemnified Party or Investor Indemnified Party has asserted one or more claims for indemnification against the Seller and/or Parent under Section 9.2 hereof (within the periods set forth in Section 9.5 hereof) and (ii) either (A) the liability of Parent or Seller for such claim has been agreed to in writing by Parent, or a court of competent jurisdiction has entered a final and nonappealable order holding Parent or Seller liable with respect thereto, or (B) Parent or Seller, as debtor, is subject to a voluntary or involuntary proceeding under any applicable bankruptcy law that has not been stayed or discharged within sixty (60) days of commencement, then the Investor Indemnified Parties will be entitled to set off the amount of any such agreed to or finally adjudicated Loss in the case of (ii)(A) above or the amount of such claimed Loss in the case of (ii)(B), and withhold such amount from, any payments due to Seller or any member of the Parent Group under this Agreement or any other Transaction Document, provided, that, in the case of (ii)(B) above, the foregoing right of offset shall not limit the right of Parent, Seller or any bankruptcy trustee or receiver to contest the indemnification claim.
Sample 1
Right of Off-Set/Set-Off. To the extent it is determined that the ------------------------ Purchaser has an indemnifiable Loss under Section 9.2, and subject to the limitations contained in Section 9.2(b), Purchaser shall have the right to off-set or set-off any indemnification payment from a Seller to which it is entitled pursuant to this Article IX against any other payment to be made by Purchaser to such Seller, whether pursuant to this Agreement or otherwise. No permitted exercise by Purchaser of such right of off-set or set-off shall constitute a default in the payment of any amount against which such off-set or set-off is made.
Sample 1

Related to Right of Off-Set/Set-Off

  • 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.

  • 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.

  • Rights of Set-Off Each party may set-off against amounts owing by it hereunder to another Person any amounts owing or accruing due by such Person to it or any of its Affiliates, without duplication.

  • Right of Set-Off; Adjustments Upon the occurrence and during the continuance of any Event of Default, 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 any of its Affiliates) to or for the credit or the account of any Credit Party against any and all of the obligations of such Person now or hereafter existing under this Credit Agreement, under the Notes, under any other Credit Document or otherwise, irrespective of whether such Lender shall have made any demand under hereunder or thereunder and although such obligations may be unmatured. Each Lender agrees promptly to notify any affected Credit Party after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 11.2 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

  • 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.

  • 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 to Set-Off Notwithstanding anything to the contrary in this License Agreement, each Party has the right at all times to retain and set off against all amounts due and owing to the other Party as determined in a final judgment any damages recovered by such Party for any Losses incurred by such Party.

  • Set Off Right Lender may set off and apply to the Obligations any and all indebtedness at any time owing to or for the credit or the account of Borrower or any other assets of Borrower in Lender’s possession or control.

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

  • Waiver of Right of Set-Off The Custodian hereby waives and relinquishes all contractual and common law rights of set-off to which it may now or hereafter be or become entitled with respect to any obligations of the Funds to the Custodian arising under this Agreement.

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