Setoff Right Sample Clauses

Setoff Right. Distributor may withhold payment of any amounts due and payable under this Agreement by reason of any setoff of any claim or dispute with Subdistributor, whether relating to Subdistributor’s breach, bankruptcy or otherwise, or in the event of any refunds, rebates or other adjustments with respect to the sale of a Product affecting previously paid Compensation. To the extent there are no anticipated future Compensation payments to be made under this Agreement, Subdistributor shall return any overpayments to the Distributor within 7 days following written demand by the Distributor.
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Setoff RightUpon notice to Seller specifying in reasonable detail the basis therefor, Buyer may, by written notice to Seller, set off any amount to which it may be entitled under this Article VII against amounts otherwise payable to Seller, including but not limited to the First Deferred Payment, the Second Deferred Payment, any Net Seller Payment or Appreciation Right Amount that is or becomes payable to Seller hereunder. The exercise of such right of setoff by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute an event of default under any agreement between Buyer and any other party hereto. Neither the exercise of nor the failure to exercise such right of setoff will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it. Buyer agrees to exercise its right of setoff pursuant to this Section 7.08 with respect to any amounts owing to Seller hereunder prior to seeking payment from Seller for any Losses payable to Buyer pursuant to this Article VII.
Setoff Right. If, at the time of the termination of Employee's employment with Company, Employee owes any amounts to Company, then Company may setoff such amounts against, and deduct such amounts from, any amounts owed by Company to Employee hereunder. 10.2.
Setoff Right. Upon notice to Sellers’ Representative specifying in reasonable detail the basis therefore, Buyer may set off any amount to which it claims to be entitled from any Seller, including any amounts that may be owed under this Article XI or otherwise, against amounts otherwise payable under any provision of this Agreement. The exercise of such right of setoff by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a default under this Agreement, regardless of whether any Seller disputes such setoff claim, or whether such setoff claim is for a contingent or an un-liquidated amount. Neither the exercise of, nor the failure to exercise, such right of setoff will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it.
Setoff Right. Zang may withhold payment of any amounts due and payable under this Agreement by reason of any setoff of any claim or dispute with Representative, whether relating to Representative's breach, bankruptcy or otherwise.
Setoff RightIn the event that an indemnification obligation of the Seller under Section 6(a) hereof is not satisfied, to the extent that Seller refuses to defend or indemnify Purchaser as required hereunder upon prior notice to Seller of not less than ten (10) business days, Purchaser shall have the right to setoff the amount of such unpaid obligation in accordance with Section 13 of the Note, including any expenses incurred by Purchaser arising out of Seller's refusal to defend or indemnify. In the event that Purchaser desires to exercise its rights to set-off herein, the Parties agree as follows: (i) Purchaser shall notify Seller in writing of an indemnification obligation that Purchaser believes Seller has and Seller shall respond in writing within ten (10) days of receipt of such notice as to whether it will defend and indemnify Purchaser pursuant to such claimed obligation. (ii) If Seller refuses to defend and indemnify Purchaser, or Purchaser has reason to believe that Seller does not have the financial ability to satisfy such an obligation, Purchaser shall have the option to cease making principal and interest payments hereunder and to set aside all such payments in an amount equal to all fees and expenses paid by Purchaser related thereto and the amount of the claimed obligation, in an escrow account at a commercial bank in the City of New York, New York established pursuant to terms which are mutually agreeable to both Parties hereto, which agreement as to the bank and such terms shall not be unreasonably withheld, pending resolution of the third party claim against Purchaser giving rise to the claimed indemnification obligation of Seller ("Third Party Claim"). Upon resolution of the Third Party Claim, the Purchase Price shall be reduced to the extent that Seller is liable therefor. If Seller has no liability for such Third Party Claim, those amounts of principal and interest not paid to Seller under the Note shall be deemed past due payments and Seller shall be entitled to receive from the Purchaser all such past due payments plus the Default Rate of interest related thereto, as defined in the Note, with respect to such past due payments from the date Purchaser ceased making such payments to the date of payment by Purchaser of all past due payments in full, in addition to any other amounts due and owing under the Note. (iii) The provisions of Sections 6 (a) or (b) shall otherwise govern the disposition of any Proceeding hereunder and any Third Party Claim.
Setoff Right. Once all of the General Escrow Funds have been disbursed or are exhausted (except in the case of a claim for a Working Capital Deficit amount, which is not subject to such condition), and upon notice to Sellers’ Representative specifying in reasonable detail the basis therefor, Buyer may set off any amount to which it claims to be entitled from any Seller, including any amounts that may be owed under this Article 11 or otherwise, against amounts otherwise payable under any provision of this Agreement including amounts payable under Section 2.6 of this Agreement. The exercise of such right of setoff by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a default under this Agreement regardless of whether any Seller disputes such setoff claim or whether such setoff claim is for a contingent or an unliquidated amount. Neither the exercise of, nor the failure to exercise, such right of setoff will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it.
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Setoff Right. Upon notice to Sellers’ Representative specifying in reasonable detail the basis therefor, Buyer may set off any amount to which it claims to be entitled from any Seller, including any amounts that may be owed under this Article 11 or otherwise, against amounts otherwise payable under the Promissory Notes or any provision of this Agreement. The exercise of such right of setoff by Xxxxx in good faith, whether or not ultimately determined to be justified, will not constitute a default under this Agreement, the Promissory Notes, or any instrument securing any of the Promissory Notes, regardless of whether any Seller disputes such setoff claim, or whether such setoff claim is for a contingent or an unliquidated amount. Neither the exercise of, nor the failure to exercise, such right of setoff or give notice of a claim under the Escrow Agreement will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it.
Setoff RightTo the extent that any Limited Partner would otherwise be entitled to a distribution of funds from the Partnership at any time (whether a distribution of Operating Cash or Capital Proceeds, or a payment on a Default Loan), but such Limited Partner also then has a debt or other monetary obligation of any kind due and owing to the Partnership, including as a result of any indemnity or other similar obligation of such Limited Partner, then, in such case, the Partnership shall have the right to set off against such distribution the amount of such debt or other monetary obligation, thereby reducing such distribution by such amount.
Setoff Right. Any payment due by Buyer to Seller pursuant to this Section 4 shall be permitted to be set off against any payment owed by Seller under Section 7.1.
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