Rights of Offset. NAMM reserves the right, in its sole discretion, to apply any or all payments made for the Event to any or all outstanding payments due to NAMM. This applies to Exhibit Space Costs, Membership fees, and/or any other product or services offered by NAMM. Any and all matters, compliance issues or questions not specifically covered or addressed in this Contract as stated herein, or the Rules & Regulations or other provisions of the Exhibitor Services Manual, will be subject solely to the decision and determination of NAMM. NAMM reserves the right to make changes, amendments and additions to the terms and conditions of this Contract, the Rules and Regulations and in the Exhibitor Services Manual at any time and without prior notice. All changes, amendments and additions so made shall be binding on Sponsor. Sponsors will be advised of any such changes as reasonably deemed necessary by NAMM. Further, Xxxxxxx agrees that NAMM will have full power in any matter of interpretation, amendment and enforcement of all terms and conditions stated herein, Rules and Regulations, and in all instances NAMM’s rulings will be final. In the Event of any conflict, inconsistency, or incongruity between any provision of this Contract and any provision of the Rules and Regulations or the Exhibitor Services Manual, the provisions of this Contract shall govern and control.
Rights of Offset. Enforcement: FEG reserves the right, in its sole discretion, to apply any or all payments made for the Event to any or all outstanding amounts due to Organizer. This applies to ad insertions, sponsorships, booth space, or any other product or services offered by Organizer.
Rights of Offset. The Company shall have the right to offset, or cause to be offset, against the obligation to deliver Shares (and/or cash) under this RSU Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) you then owe to the Company and any amounts the Committee otherwise deems appropriate.
Rights of Offset. The parties acknowledge and agree that, to the extent a Party is at any time owed money by the other Party, such Party may set off such amount against any monies owed by such Party from time to time to such other Party, said set-off to be accomplished by written notice to such other Party effective upon being sent.
Rights of Offset. Without prejudice or limitation to any other rights or remedies of Xxxxxx or Client, if Xxxxxx or Client becomes entitled to receive any payment, or receive any credit, under or in connection with this Agreement, including, but not limited to, in connection with Service Level Credits, indemnification claims and claims by Xxxxxx or Client for breach of this Agreement, Xxxxxx or Client may, in its sole discretion, elect to reduce the principal amount of any note, or multiple notes, issued in connection with the Asset Purchase Agreement by an amount or amounts equal to all or part of such payment or credit in lieu of collection payment or receiving credit.
Rights of Offset. The Company shall have the right to offset, or cause to be offset, against the obligation to deliver Shares and/or cash under this Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) you then owe to the Company and any amounts the Committee otherwise deems appropriate.
Rights of Offset. NAMM reserves the right, in its sole discretion, to apply any or all payments made NAMM DECISIONS: Any and all matters, compliance issues or questions not specifically covered or addressed in this Contract as stated herein, or
Rights of Offset. (a) Parent shall be entitled to offset against the Aggregate Second Payment Amount, an amount equal to the amount of any damage, claim, loss, cost or expense, including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses of investigation, response action, removal action or remedial action (including any consequential or punitive damages) (collectively, “Breach Damages”) incurred by Parent and its respective Affiliates (including, after the Closing, the Surviving Entity), and each of its respective officers, directors, employees, stockholders, partners and agents (the “Covered Parties”) that arise out of or relate to, whether directly or indirectly (i) any misrepresentation (provided that, for purposes of this Section 11.2(a), any representation qualified by materiality shall not be so qualified) or breach of any warranty on the part of the Company contained in this Agreement or in any Schedule or certificate delivered by or on behalf of the Company pursuant to this Agreement, or (ii) any breach or non-performance by the Company of any of its respective covenants or agreements contained in this Agreement or in any Schedule or certificate delivered by or on behalf of the Company pursuant to this Agreement. The term “Breach Damages” as used in this Section 11.2 is not limited to matters asserted by third parties against the Covered Parties, but includes Breach Damages incurred or sustained by such persons in the absence of third-party claims, and payments by a Covered Party shall not be a condition precedent to recovery. Parent shall be entitled to offset pursuant to this subsection (a) only if the aggregate Breach Damages to which Covered Parties are entitled to offset pursuant to this Article 11 exceed $500,000 (the “Deductible Amount”), and if such aggregate Breach Damages exceed the Deductible Amount, Parent shall be entitled to offset against the Aggregate Second Payment Amount only the amount of Breach Damages in excess of the Deductible Amount.
Rights of Offset. Enforcement: MBH reserves the right, in its sole discretion, to apply any or all payments made for the Event to any or all outstanding amounts due to Organizer. This applies to ad insertions, sponsorships, booth space, or any other product or services offered by Organizer.
Rights of Offset. “AMSTAR” has the right to offset any money of the branch against any fees owed to “AMSTAR” or its mortgage investors, vendors or clients as needed to pay any fees, bills, commissions of any kind of the “MANAGER” or his/her branch office. Any federal or state fines against the branch may also be offset by “AMSTAR”.
