Right to Withhold and Offset Sample Clauses

Right to Withhold and Offset. Notwithstanding anything to the contrary in this Agreement, Parent and Buyer may withhold the aggregate amounts of any indemnification claims then pending or unresolved against Seller or the Controlling Shareholder pursuant to Section 7.02(a) (including, without limitation, the amount of any Damages or reasonably anticipated Damages for which Parent or Buyer would be entitled to be indemnified for pursuant to Section 7.02(a)) against amounts otherwise payable to Seller under Section 2.06(a)(ii) as security for the Seller’s and the Controlling Shareholder’s obligations under this Article VII. If any claim for indemnification pursuant to Section 7.02(a) is adjudicated or determined by arbitration, in whole or in part, in favor of Parent or Buyer, then the amount determined to be due Parent or Buyer, to the extent in excess of the any amounts previously received by Parent or Buyer in respect of such claim for indemnification, may be off-set by Buyer against amounts otherwise payable to Seller under Section 2.06(a)(ii) . Any portion of an amount previously withheld by Buyer in respect of any claim that is determined not to be payable to Parent or Buyer shall forthwith be paid to Seller. The right of set-off described in this Section 7.04 shall not preclude Parent or Buyer from pursuing any other remedy under this Agreement or seeking injunctive relief or specific performance to enforce specifically the terms of this Agreement to the extent permitted by applicable law.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Right to Withhold and Offset. Notwithstanding anything to the contrary in this Agreement, Parent and Buyer may withhold the aggregate amounts of any indemnification claims then pending or unresolved against Seller pursuant to Section 7.02 (including, without limitation, the amount of any Damages or reasonably anticipated Damages for which Parent or Buyer would be entitled to be indemnified for pursuant to Section 7.02) against amounts otherwise payable to Seller hereunder (including, without, limitation, any Earn-Out Payment) as security for the Seller’s obligations under this Article VII. If any claim for indemnification pursuant to Section 7.02 is resolved, in whole or in part, in favor of Parent or Buyer, then the amount determined to be due Parent or Buyer may be off-set by Buyer against amounts otherwise payable to Seller hereunder. Any portion of an amount previously withheld by Buyer in respect of any claim that is determined not to be payable to Parent or Buyer shall forthwith be paid to the Seller. The right of set-off described in this Section 7.05 shall not preclude Parent or Buyer from pursuing any other remedy under this Agreement or seeking injunctive relief or specific performance to enforce specifically the terms of this Agreement to the extent permitted by applicable law.
Sample 1
Right to Withhold and Offset. Notwithstanding anything to the ---------------------------- contrary in this Agreement, if Parent is obligated to pay the Shareholders any cash amounts, or shares of Parent Common Stock are to be released from Escrow, in respect of the First Earnout, the Second Earnout or the Third Earnout (any such amounts, the "Earnout Amounts"), Parent shall --------------- be entitled to (i) offset and retain from such Earnout Amounts the full amount of any and all Agreed Claims not previously paid by the Shareholders, in which event Parent shall remit the Earnout Amounts remaining, if any, after such offset and retention to the Shareholders in accordance with Section 2.2 (if cash is used to offset) and/or the Escrow Agreement (if shares of Parent Common Stock are used to offset), and (ii) withhold from such Earnout Amounts the full amount of any pending indemnification claims of Parent which are the subject of a Certificate; provided, however, the withholding of any shares of Parent Common Stock from the Earnout Amounts shall be subject to the terms of the Escrow Agreement.
Sample 1
Right to Withhold and Offset. The Holder acknowledges and agrees that the Maker shall have the right (a) to withhold from payments due hereunder the aggregate amounts of any indemnification claims then pending or unresolved against the Holder under the Acquisition Agreement and (b) to off-set against payments due hereunder the aggregate amounts of any such indemnification claims resolved in favor of the Maker.
Sample 1
Right to Withhold and Offset. 15 ARTICLE IV
Sample 1
Right to Withhold and Offset. Notwithstanding anything to the contrary ---------------------------- in this Agreement, if Parent is obligated to pay the Shareholders any amounts (determined in accordance with Section 3.4) in respect of the First Earn-Out and the Second Earn-Out (whether pursuant to Sections 3.1, 3.2 and/or 3.6) (any such amounts, the "Earn-Out Amounts"), Parent shall be entitled to (i) offset and retain from such Earn-Out Amounts the full amount of any and all Agreed Claims not previously paid by the Shareholders, in which event Parent shall remit the Earn-Out Amounts remaining, if any, after such offset and retention to the Shareholders in accordance with Section 3.3; and (ii) withhold from such Earn- Out Amounts the full amount of any pending indemnification claims of Parent which are the subject of a Certificate but which are not Held Claims (i.e., do not relate to an Indemnity Excess) and (B) any Held Claims to the extent not previously paid by the Shareholders or offset against any Earn-Out Amounts in accordance with clause (i) above of this Section 3.7, in which event Parent and the Shareholders shall mutually establish an interest-bearing escrow account (the "Escrow Account") to be held by a financial institution which is not an Affiliate of Parent or either Shareholder, into which Parent shall promptly cause to be deposited an amount equal to the amount of the Earn-Out Amounts withheld from the Shareholders pursuant to this clause (ii) of Section 3.7. Promptly after the resolution pursuant to Article IX of each indemnity claim in respect of which funds are being held in the Escrow Account, the parties shall cause to be disbursed from such account (1) to Parent, the amounts, if any, to which Parent is entitled pursuant to Article IX in respect of such resolved claim, together with accrued interest thereon; and (2) to the Shareholders, the amounts, if any, to which the Shareholders are entitled pursuant to Article IX in respect of such claim, together with accrued interest thereon. The parties agree to cooperate with each other in good faith to establish the Escrow Account and, in that connection, to execute all documents and instruments reasonably necessary or appropriate to establish such account. The costs and expenses of establishing and maintaining the Escrow Account shall be borne by Parent, on the one hand, and the Shareholders, on the other hand, equally.
Sample 1

Related to Right to Withhold and Offset

  • 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.

  • Requirement to Withhold All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required (including, for the avoidance of doubt, if such deduction or withholding is required in order for the payer to obtain relief from Tax) by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party ("X") is so required to deduct or withhold, then that party (the "DEDUCTING PARTY"):

  • Right to Withdraw Unless otherwise agreed, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in any Underwritten Offering pursuant to this Section 2.02 at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.

  • Waiver of Setoff Each of the parties hereto hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time to time against any Lender or its assets.

  • 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.

  • Waiver of Setoffs The Indenture Trustee hereby expressly waives any and all rights of setoff that the Indenture Trustee may otherwise at any time have under applicable law with respect to any Trust Account and agrees that amounts in the Trust Accounts shall at all times be held and applied solely in accordance with the provisions hereof and of the other Basic Documents.

  • Limitation on Duty to Collect Custodian shall not be required to enforce collection, by legal means or otherwise, of any money or property due and payable with respect to Securities held for the Fund if such Securities are in default or payment is not made after due demand or presentation.

  • Waiver of Right to Trial by Jury EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

  • Waiver of Right to Jury Trial TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF THE COMPANY OR THE PURCHASERS. THE PARTIES ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF THEIR OWN FREE WILL. THE PARTIES FURTHER ACKNOWLEDGE THAT (I) THEY HAVE READ AND UNDERSTAND THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (II) THIS WAIVER HAS BEEN REVIEWED BY THE PARTIES AND THEIR COUNSEL AND IS A MATERIAL INDUCEMENT FOR ENTRY INTO THIS AGREEMENT AND (III) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN.

  • No Right to Withdraw Subject to Section 9.3 and Section 9.4, no Member will have any right to voluntarily resign or otherwise withdraw from the Company without the prior written consent of all remaining Members of the Company which consent may be given or withheld in their sole and absolute discretion.

Time is Money Join Law Insider Premium to draft better contracts faster.