Right of Release or Offset Sample Clauses

Right of Release or Offset. Notwithstanding anything to the contrary contained herein, in the event that the Seller and/or Stockholders shall become obligated to pay any sum hereunder to Buyer, Buyer may, in its sole and absolute discretion, without consent from Seller or the Stockholders, request the Escrow Agent to release from the Escrow Fund the aggregate of all amounts which are due and owing from Seller and/or Stockholders to Buyer pursuant to this Section 9, subject to the terms of the Escrow Agreement, including the dispute mechanism contained therein. In the event that the Escrow Fund is not sufficient to satisfy any sum due or payable to Buyer, Buyer shall be entitled to offset and deduct from the Earnout Consideration or any other monies due and owing the Seller or Stockholders.
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Right of Release or Offset. Notwithstanding anything to the contrary contained herein, in the event that the Seller and/or Members shall become obligated to pay any sum hereunder to Buyer, Buyer may, in its sole and absolute discretion, without consent from Seller or the Members, request the Escrow Agent to release from the Escrow Fund the aggregate of all amounts which are due and owing from Seller and/or Members to Buyer pursuant to this Section 9, subject to the terms of the Escrow Agreement. In the event that the Escrow Fund is not sufficient to satisfy any sum due or payable to Buyer, Buyer shall be entitled to offset and deduct from the Earnout Consideration or any other monies due and owing the Seller or Members, excepting only any monies due and owing the Members pursuant to their employment arrangements with Buyer.
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Right of Release or Offset. Notwithstanding anything to the contrary contained herein, in the event that Seller shall become obligated to pay any sum hereunder to Buyer, Buyer may, upon ten (10) days prior written notice to Seller, offset and deduct from the Purchase Price any such monies. If Seller objects to any such offset and provide notice thereof to Buyer prior to the expiration of such ten (10) day period (the "Dispute Period"), Buyer shall have fifteen (15)
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Right of Release or Offset. Notwithstanding anything to the contrary contained herein, in the event that the Seller and/or the Stockholders shall become obligated to pay any sum hereunder to the Buyer, the Buyer may, in its sole and absolute discretion, without consent from the Seller or the Stockholders, request the Escrow Agent to release from the Escrow Fund the aggregate of all amounts which are due and owing from the Seller and/or the Stockholders to the Buyer pursuant to this Section 9, subject to the terms of the Escrow Agreement. In the event that the Escrow Fund is not sufficient to satisfy any sum due or payable to the Buyer, the Buyer shall be entitled to offset and deduct from the Earnout Consideration or any other monies due and owing the Seller or the Stockholders; provided, however, that if it is ultimately determined by a court or arbitrator of competent jurisdiction that the Buyer was not entitled to the offset, the Buyer shall pay the Seller or the Stockholders, as the case may be, simple interest on the withheld amount (from the date such amount was due to the Seller or Stockholder through the date of payment of the withheld amount) at an annual rate equal to the prime rate of interest (based on a ten trading-day average ending immediately prior to the date of payment) plus one percent.
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Right of Release or Offset. Notwithstanding anything to the contrary contained herein, in the event that the Seller and/or Member shall become obligated to pay any sum hereunder to Buyer, Buyer shall first request the Escrow Agent to release from the Escrow Fund (at the option of the Buyer from either the Escrow Shares or the Escrow Upfront Consideration), the aggregate of all amounts which are due and owing from Seller and/or Member to Buyer pursuant to this Section 9, subject to the terms of the Escrow Agreement, and shall exhaust the Escrow Fund prior to seeking any other monetary remedies set forth in this Agreement. In the event that the Escrow Fund is not sufficient to satisfy any sum due or payable to Buyer, Buyer shall be entitled to offset and deduct from any other monies due and owing the Seller or Member the amount of such deficiency. The foregoing notwithstanding, nothing herein shall limit the right of the Buyer to seek equitable or injunctive relief in lieu of or in addition to any rights and remedies afforded to the Buyer pursuant to this provision.
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Related to Right of Release or Offset

  • Right of Revocation Guarantor understands and agrees that Guarantor may revoke its future obligations under this Guaranty at any time by giving Bank written notice that Guarantor will not be liable hereunder for any indebtedness or obligations of Borrower incurred on or after the effective date of such revocation. Such revocation shall be deemed to be effective on the day following the day Bank receives such notice delivered either by: (a) personal delivery to the address and designated department of Bank identified in subparagraph 1(a) above, or (b) United States mail, registered or certified, return receipt requested, postage prepaid, addressed to Bank at the address shown in subparagraph 1(a) above. Notwithstanding such revocation, Guarantor shall remain liable on its obligations hereunder until payment in full to Bank of (x) all of the Guaranteed Indebtedness that is outstanding on the effective date of such revocation, and any renewals and extensions thereof, and (y) all loans, advances and other extensions of credit made to or for the account of Borrower on or after the effective date of such revocation pursuant to the obligation of Bank under a commitment or agreement made to or with Borrower prior to the effective date of such revocation. The terms and conditions of this Guaranty, including without limitation the consents and waivers set forth in paragraph 7 hereof, shall remain in effect with respect to the Guaranteed Indebtedness described in the preceding sentence in the same manner as if such revocation had not been made by Guarantor.

  • Right to Offset In the event of any termination of Employee's employment under this Agreement, the Employee shall have no obligation to seek other employment; provided, that in the event that Employee secures employment -------- or any consulting or other similar arrangement during the period that any payment is continuing pursuant to the provisions of this Section 6, the Company shall have the right to reduce the amounts to be paid hereunder by the amount of Employee's earnings from such other employment.

  • 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.

  • 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.

  • Right of Reimbursement Each Revolving Credit Lender agrees to reimburse the Issuing Lender on demand, pro rata in accordance with its respective Revolving Credit Percentage, for (i) the reasonable out-of-pocket costs and expenses of the Issuing Lender to be reimbursed by the Borrower pursuant to any Letter of Credit Agreement or any Letter of Credit, to the extent not reimbursed by the Borrower or any other Credit Party and (ii) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, fees, reasonable out-of-pocket expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against Issuing Lender in any way relating to or arising out of this Agreement (including Section 3.6(c) hereof), any Letter of Credit, any documentation or any transaction relating thereto, or any Letter of Credit Agreement, to the extent not reimbursed by the Borrower, except to the extent that such liabilities, losses, costs or expenses were incurred by Issuing Lender as a result of Issuing Lender’s gross negligence or willful misconduct or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit.

  • Right of Refusal Provided the Lease is in full force and effect and no event of default shall exist under the Lease at the time, Tenant shall have a Right of Refusal to lease any space on the second floor (the “RoR Space”) as such space becomes available for rent. Such Right of Refusal shall be subject to and subordinate to all options and rights of existing tenants of the Building, including but not limited to existing renewal and existing expansion options and rights. Landlord shall notify Tenant in writing promptly upon receipt of an offer acceptable to Landlord to lease the RoR Space, and such written notice shall include a summary of all material economic terms of the lease offer. Within five (5) business days after such notice, time being of the essence, Tenant shall give Landlord a written notice that it either will or will not enter into a lease with Landlord for the RoR Space. In the event that Tenant’s notice provides that it will not enter into a lease for the RoR Space or if Tenant fails to give Landlord the notice of its desires respecting the RoR Space within the above-stated five (5) business day period, then Landlord shall be entitled to proceed to lease the RoR Space to the third party free and clear of Tenant’s Right of Refusal and such right shall be deemed forever terminated with respect to the RoR Space described in the notice from Landlord. In the event that Tenant gives Landlord a notice as required above that Tenant wishes to lease the RoR Space from Landlord, then Tenant shall have five (5) business days from the date of Tenant’s notice, and Landlord shall have fifteen (15) business days from the date of Tenant’s notice, within which to sign a mutually acceptable new lease covering the RoR Space or to amend this Lease in a mutually acceptable manner by adding the RoR Space. All space taken under the terms of the Right of Refusal shall be on identical economic terms and conditions to those of the then proposed lease offer, including square footage, length of term, rental rate, operating cost base year or expense stop, and tenant build-out allowance.

  • Right of Review Once Lessor shall have finally determined said Operating, Utility and Energy or Real Estate Tax Costs at the expiration of a Lease Year, then as to the item so established, Lessee shall only be entitled to dispute said charge as finally established for a period of six (6) months after such charge is finally established, and Lessee specifically waives any right to dispute any such charge at the expiration of said six (6) month period.

  • 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.

  • Right of Revocation of Action Taken At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 6.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action.

  • Right of Re-Entry Upon the occurrence of a Default, Landlord may elect to terminate this Lease or, without terminating this Lease, terminate Tenant's right to possession of the Premises. Upon any such termination, Tenant shall immediately surrender and vacate the Premises and deliver possession thereof to Landlord. Tenant grants to Landlord the right to enter and repossess the Premises and to expel Tenant and any others who may be occupying the Premises and to remove any and all property therefrom, without being deemed in any manner guilty of trespass and without relinquishing Landlord's rights to Rent or any other right given to Landlord hereunder or by operation of law.

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