SELF HELP AND OFFSET Clause Samples

The "Self Help and Offset" clause allows a party to take direct action to remedy a breach or recover amounts owed without needing to go through formal dispute resolution or litigation. In practice, this may permit a party to withhold payments, deduct amounts from future invoices, or otherwise offset sums due if the other party fails to perform its obligations. The core function of this clause is to provide a streamlined, efficient way for parties to address breaches or unpaid amounts, reducing reliance on courts and minimizing delays in obtaining remedies.
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SELF HELP AND OFFSET. 33.1 Offsets for Landlord’s Failure to Pay Tenant Improvement Allowance or Leasing Commissions. If Landlord: (a) fails to timely pay to Tenant any portion of the Allowance due from Landlord to Tenant as more fully provided in Section 1.15 above and in the Work Letter; or (b) fails to timely pay to Tenant Broker any one or more installments of real estate commissions payable to the Tenant Broker by Landlord pursuant to Section 1.12 above and pursuant to the Tenant Broker Fee Agreement (“Leasing Commissions”); or (c) fails to otherwise make any other monetary payment which Landlord is required to make hereunder within the time periods set forth herein for such payment (other than a payment which is covered by Section 33.2 below); and if in any of the foregoing cases such failure continues for a period of thirty (30) days (or such shorter period of time if this Lease provides for a shorter period of time) after Landlord’s deemed receipt of written notice from Tenant of such failure, then Tenant shall have the right, in addition to, and not in lieu of, any other rights or remedies that Tenant may have hereunder or otherwise at law or in equity, to pay such costs directly and thereafter, subject to Tenant providing Landlord with an Offset Notice (hereinafter defined) set off against any Rent (otherwise due under this Lease) such costs incurred by Tenant in performing any such payment obligations of Landlord up to the full amount of such Landlord obligations; provided, however, prior to exercising any such rights of offset, Tenant shall first provide Landlord and any Mortgagee of which Tenant has been provided notice with a second notice (the “Offset Notice”) which Offset Notice shall state prominently therein “THIS IS A NOTICE OF TENANT’S EXERCISE OF ITS OFFSET RIGHTS UNDER THE LEASE. IF YOU FAIL TO PAY THE AMOUNTS STATED BELOW TO TENANT WITHIN TEN (10) DAYS AFTER THE DATE OF THIS NOTICE, TENANT WILL OFFSET SUCH AMOUNTS AS EXPRESSLY PERMITTED BY THE TERMS OF THE LEASE FROM THE NEXT INSTALLMENTS OF RENT COMING DUE UNDER THE LEASE”. If neither Landlord nor Mortgagee pay such obligations within ten (10) days after the date of receipt of the Offset Notice, then Tenant may proceed to withhold such authorized amounts stated in the Offset Notice against the next Rent coming due hereunder. This right of Tenant is self operative and is not subject to any other process, notice, or approval to Landlord or any lender or Mortgagee of Landlord except as expressly provided he...
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Related to SELF HELP AND OFFSET

  • Mitigation and Offset Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking employment or otherwise, nor to offset the amount of any payment provided for in this Agreement by amounts earned as a result of Executive's employment or self-employment during the period he is entitled to such payment.

  • Director and Officer Liability Parent shall cause the Surviving Corporation, and the Surviving Corporation hereby agrees, to do the following: (a) For six years after the Effective Time, the Surviving Corporation shall indemnify and hold harmless the present and former officers and directors of the Company (each, an “Indemnified Person”) in respect of acts or omissions occurring at or prior to the Effective Time to the fullest extent permitted by Delaware Law or any other Applicable Law or provided under the Company’s certificate of incorporation and bylaws in effect on the date hereof; provided that such indemnification shall be subject to any limitation imposed from time to time under Applicable Law. (b) For six years after the Effective Time, Parent shall cause to be maintained in effect provisions in the Surviving Corporation’s certificate of incorporation and bylaws (or in such documents of any successor to the business of the Surviving Corporation) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of this Agreement. (c) Prior to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time with terms, conditions, retentions and limits of liability that are not materially less favorable in the aggregate than the coverage provided under the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby); provided that (x) the Company shall give Parent a reasonable opportunity to participate in the selection of such tail policy and the Company shall give reasonable and good faith consideration to any comments made by Parent with respect thereto, (y) in no event shall the Company or the Surviving Corporation be required or permitted to expend for such policies pursuant to this sentence an annual premium amount in excess of 250% of the amount per annum the Company paid in its last full fiscal year, which amount is set forth in Section 7.03(c) of the Company Disclosure Schedule, and (z) if the aggregate premiums of such insurance coverage exceed such amount and the Company or the Surviving Corporation, as applicable, shall obtain a policy in accordance with this sentence, such policy shall provide the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. If the Company or the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall continue to maintain in effect, for a period of at least six years from and after the Effective Time, the D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are not materially less favorable in the aggregate than the coverage provided under the Company’s existing policies as of the date hereof, or the Surviving Corporation shall purchase D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company’s existing policies as of the date hereof; provided that in no event shall Parent or the Surviving Corporation be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 250% of the amount per annum the Company paid in its last full fiscal year, which amount is set forth in Section 7.03(c) of the Company Disclosure Schedule; and provided, further, that if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. (d) If Parent, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 7.03. (e) The rights of each Indemnified Person under this Section 7.03 shall be in addition to any rights such Person may have under the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person.

  • Stand Off Agreement Optionee agrees that, in connection with any registration of the Company’s securities under the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company’s securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for a period of up to one year following the effective date of registration of such offering.

  • Security and Offset Issuer hereby grants to NCPS and the Indemnified Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and NCPS and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (to the extent of Issuer’s rights thereto.) If for any reason the Escrow Funds available to NCPS and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer shall promptly pay such amounts to NCPS and the Indemnified Parties upon receipt of an itemized invoice.

  • Director and Officer Liability Insurance The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.