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 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.
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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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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 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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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 If We make a claim payment to You or on Your behalf in error or You owe Us any money, You must repay the amount You owe Us. Except as otherwise required by law, if We owe You a payment for other claims received, We have the right to subtract any amount You owe Us from any payment We owe You.

  • 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.

  • 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 Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor’s discretion unless otherwise required by law.

  • 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.

  • 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.

  • Right of Use 2.1 Except as expressly otherwise agreed in this Contract, as between the parties all intellectual and industrial property rights in the Supplies, in all documents provided by Siemens in connection with this Contract (the “Documents”) and in all software, hardware, knowhow (“IPR”) and other things provided with or as part of the Supplies and the Documents shall be the exclusive property of and vest in Siemens. The Customer shall not reverse engineer, decompile, or reproduce the Supplies or parts thereof and shall ensure that third parties will not reverse engineer, decompile, or reproduce the Supplies or parts thereof in each case to the extent mandatory law does not prohibit such limitation. 2.2 The Customer may use the Documents unmodified and to the extent necessary for operation and routine maintenance of the Supplies by the Customer’s own personnel, unless explicitly agreed otherwise in writing by Siemens. 2.3 If the Supplies include Siemens software, such software is licenced under the license terms contained in the software documentation, the software itself or in the attached license terms (in each case the “applicable license conditions”), which shall prevail over this Clause 2. The software is issued in object code without source codes. The license hereunder only grants the non-exclusive right to use the software as described in the applicable license conditions or, if there are no applicable license terms, for the purpose of operation and routine maintenance of the Supplies. 2.4 The Supplies may include third party software. Insofar as specific license terms of the third party licensor apply, Siemens will provide such license terms together with the Supplies. The Customer shall comply with such third party license terms. 2.5 Insofar as the software contains Open Source Software (“OSS”), Siemens will provide the applicable OSS license terms together with the Supplies. The OSS license terms shall prevail over this Contract. Details regarding any third-party software and OSS contained in the Supplies are available in the software documentation (e.g. README_OSS). 2.6 The rights granted in Clause 2 shall be transferable to a third party only together with the transfer of ownership of all of the Supplies to that third party. 2.7 Without prejudice to the Customer’s intellectual property rights and subject to compliance with applicable law, Siemens and its Affiliates may for its own business purposes collect, use, modify, and copy any data received in connection with the Supplies. Any legal obligations regarding personal data shall remain unaffected.

  • Right of Deferral (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.1: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b), the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) or Section 2.1(b) hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) or Section 2.1(b) to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

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