Set-off by Warrantholder Sample Clauses

Set-off by Warrantholder. Original Warrantholder may set off any matured obligation due from the Company (to the extent beneficially owned by the Original Warrantholder) against any obligation (whether or not matured) owed by the Original Warrantholder to the Company (including the Strike Price owed with respect to any Warrants), regardless of the place of payment, booking branch, or currency of either obligation. If the obligations are in different currencies, the Original Warrantholder may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Original Warrantholder may set off in an amount estimated by it in good faith to be the amount of that obligation. All payments to be made by a Warrantholder other than the Original Warrantholder under this Warrant shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
Sample 1
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Related to Set-off by Warrantholder

  • Representations and Warranties Borrower represents and warrants as follows:

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

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