Unilateral Right of Set-Off Sample Clauses

Unilateral Right of Set-Off. Notwithstanding anything to the contrary in this Agreement, the obligation of Purchaser to make any Milestone Payment shall be qualified in its entirety by (i) the right of Purchaser to reduce the amount of such Milestone Payment by the amount of any Covered Losses of Purchaser which are indemnifiable pursuant to Article VII, and (ii) Purchaser’s set-off rights under Section 7.7.
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Unilateral Right of Set-Off. Subject to the express limitations and procedures set forth in Article 9 and Section 6.13 hereof, the obligation of Buyer to make any Seller Contingent Payment shall be qualified by the right of Buyer to reduce the amount of any one or more of (i) the FDA Milestone Payment Amount, (ii) the Sales Milestone Payment Amount or (iii) the Sales/Profit Contingent Payment Amount for any Contingent Payment Year, by the amount of any Losses actually incurred or suffered, or more likely than not to be incurred or suffered, by Buyer for which Buyer is entitled to indemnification pursuant to Article 9, but, except for Claims based on fraud, in no event shall such Seller Contingent Payments be reduced by, (A) with respect to indemnification pursuant to Section 9.2(a)(i) (except in respect of the representations and warranties made under Sections 4.3, 4.4, 4.14, 4.18 and 4.29), Section 9.2(a)(ii) (except in respect of an Intentional Breach by Seller of the covenants or agreements described in such Section), Section 9.2(a)(iii) (except in respect of an Intentional Breach by Seller of the covenants or agreements described in such Section), Section 9.2(a)(vii) and Section 9.2(a)(viii), more than an amount equal to the sum of (x) *** of the sum of the Purchase Price and the FDA Milestone Payment (to the extent actually paid by Buyer to Seller) and (y) *** of the Seller Contingent Payments, other than the FDA Milestone Payment, actually paid by Buyer to Seller hereunder, and (B) with respect to indemnification pursuant to (1) Section 9.2(a)(i) with respect to the representations and warranties made under Sections 4.3(a), 4.4, 4.18 and 4.29 and (2) Section 9.2(a)(v), more than an amount equal to *** of the sum of (x) the Purchase Price and (y) the Seller Contingent Payments actually paid by Buyer to Seller hereunder; provided, that (x) the right of Buyer to reduce any Seller Contingent Payment pursuant to this Section 2.7(h) is subject to the limitations, notice requirements and procedures set forth in Article 9, including Sections 9.3 through 9.5; (y) with respect to Losses more likely than not to be incurred or suffered with respect to any Third Party Claim, the amount by which the Seller Contingent Payments are reduced shall not exceed the amount stated in any notice provided by Buyer of such Claim in accordance with Article 9 (if such amount is reasonably available); and (z) in the event that Buyer is entitled to indemnification pursuant to Article 9 and entitled to offset...
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Unilateral Right of Set-Off. Subject to the express limitations and procedures set forth in ARTICLE 9 hereof, the obligation of Purchaser to make any Contingent Payment shall be qualified by the right of Purchaser to reduce the amount of any one or more of the Milestone Payments or the Contingent Sales Payments, by the amount of any Indemnifiable Damages for which an Indemnified Person may be entitled to indemnification pursuant to ARTICLE 9; provided, that the right of Purchaser to reduce any Contingent Payment pursuant to this Section is subject to the limitations, notice requirements and procedures set forth in ARTICLE 9. In the event that (A) Purchaser sets off the amount of any Contingent Payment by the amount of any Indemnifiable Damages that have not been, at the time such Contingent Payment is made, incurred by Purchaser or (B) the Company Shareholder objects to a Claim Certificate as set forth in Section 9.6, and it is later finally determined that the full amount of such Indemnifiable Damages will not be incurred by Indemnified Person, or the applicable Indemnified Person is not entitled to indemnification pursuant to ARTICLE 9 with respect to any portion of such Indemnifiable Damages, as the case may be, then, following such determination, Purchaser shall pay to the Company Shareholder and Teva, promptly after such determination and without interest, the amount of the prior reduction attributable to such Indemnifiable Damages that will not be incurred by Purchaser (or for which the applicable Indemnified Person is not entitled to indemnification) in the form of an additional Contingent Payment that is otherwise paid in accordance with the terms of this Agreement.
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Unilateral Right of Set-Off. Subject to the express limitations set forth in Article 9 hereof, the obligation of Parent and the Surviving Corporation to make any Contingent Payment shall be qualified by the right of Parent and the Surviving Corporation to reduce the amount of any Contingent Payment by the amount of any Damages actually incurred or suffered, or reasonably likely to be incurred or suffered, by Parent or the Surviving Corporation; provided that with respect to Damages reasonably likely to be incurred or suffered with respect to any Third-Party Claim (as defined in Section 9.3(a)), such amount shall not exceed the stated amount of such claim. In the event that Parent sets off the amount of any Contingent Payment by the amount of any Damages that have not been, at the time such Contingent Payment is made, incurred by Parent, and it is later finally determined that the full amount of such Damages will not be incurred by Parent, then, following such determination, Parent shall either, in its discretion, (i) increase the next Contingent Payment to be made by Parent by the amount of such prior reduction attributable to such Damages that will not be incurred by Parent plus interest on such amount at the “Prime Rate” as announced from time to time by Bank of America, N.A., in Charlotte, North Carolina, or its successor, from the date of such determination until the date on which such next Contingent Payment is actually paid, or (ii) pay to the Participating Rights Holders, promptly after such determination and without interest, the amount of the prior reduction attributable to such Damages that will not be incurred by Parent in the form of an additional Contingent Payment that is otherwise paid in accordance with the terms of this Agreement (but shall not be included in any calculation of the Maximum Sales Contingent Amount).
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Unilateral Right of Set-Off. In accordance with Section 1.12(h), the obligation of Parent and/or Purchaser to make any Contingent Payment shall be qualified by the right of Parent and/or Purchaser to reduce the amount of any one or more of the Milestone Payments or the Contingent Sales Payments, by the amount of any Indemnifiable Damages for which an Indemnified Person may be entitled to indemnification pursuant to this ARTICLE 9.
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Unilateral Right of Set-Off. Subject to the express limitations set forth in Article VII hereof, the obligation of Parent and the Surviving Corporation to make any payment of Contingent Merger Consideration to the Selling Stockholder shall be qualified by the right of Parent and the Surviving Corporation, acting in good faith, to reduce the amount of any such payment by the amount of any Selling Stockholder Indemnified Losses.
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Related to Unilateral Right of Set-Off

  • Right of Set-off Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

  • Right to Set Off Notwithstanding anything to the contrary in this License Agreement, each Party has the right at all times to retain and set off against all amounts due and owing to the other Party as determined in a final judgment any damages recovered by such Party for any Losses incurred by such Party.

  • Waiver of Set Off 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 the Administrative Agent, the Lenders or their respective assets.

  • No Right of Set-Off The Trustee waives any right of set-off or any right, title, interest or claim of any kind that the Trustee may have against the Property held in the Trust Account. In the event the Trustee has a claim against the Company under this Agreement, including, without limitation, under Section 3(b), the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.

  • Right of Set-Off; Adjustments In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

  • Appropriation of Payment Right of Set Off 15.1 Right of appropriation (i) all unpaid interest, fees and charges shown in any previous master billing statement of account; (ii) all unpaid interest, fees and charges shown in the current master billing statement of account; (iii) all unpaid fund transfer balances (subject to 15.1(b)), Card transactions shown in any previous master billing statements of account; (iv) all unpaid fund transfer balances (subject to 15.1(b)), Card transactions shown in the current master billing statement of account; (v) all unpaid fund transfer balances (subject to 15.1(b)), Card transactions not yet included in the computation of any master billing statement of account. (b) Payments made to your Card account will always reduce the balances transferred under the latest fund transfer program (after it has been reflected in your statement of account) before reducing any other outstanding balance in your Card account (including any balances transferred from previous fund transfer programs).

  • Right of Revocation Guarantor understands and agrees that Guarantor may revoke its future obligations under this Guaranty at any time by giving Bank written notice that Guarantor will not be liable hereunder for any indebtedness or obligations of Borrower incurred on or after the effective date of such revocation. Such revocation shall be deemed to be effective on the day following the day Bank receives such notice delivered either by: (a) personal delivery to the address and designated department of Bank identified in subparagraph 1(a) above, or (b) United States mail, registered or certified, return receipt requested, postage prepaid, addressed to Bank at the address shown in subparagraph 1 (a) above. Notwithstanding such revocation, Guarantor shall remain liable on its obligations hereunder until payment in full to Bank of (x) all of the Guaranteed Indebtedness that is outstanding on the effective date of such revocation, and any renewals and extensions thereof, and (y) all loans, advances and other extensions of credit made to or for the account of Borrower on or after the effective date of such revocation pursuant to the obligation of Bank under a commitment or agreement made to or with Borrower prior to the effective date of such revocation. The terms and conditions of this Guaranty, including without limitation the consents and waivers set forth in paragraph 7 hereof, shall remain in effect with respect to the Guaranteed Indebtedness described in the preceding sentence in the same manner as if such revocation had not been made by Guarantor.

  • Interest and Right of Set Off Any sum which becomes payable under any of the provisions of this Agreement by one Party to the other Party shall, if the same be not paid within the time allowed for payment thereof, shall be deemed to be a debt owed by the Party responsible for payment thereof to the Party entitled to receive the same. Such sum shall until payment thereof carry simple interest at SBI PLR plus 5% per annum from the due date for payment thereof until the same is paid to or otherwise realised by the Party entitled to the same. Without prejudice to any other right or remedy that may be available under this Agreement or otherwise under law, the Party entitled to receive such amount shall also have the right of set off. Provided the stipulation regarding interest for delayed payments contained in Clause 14.2 shall neither be deemed nor construed to authorise any delay in payment of any amount due by a Party nor be deemed or construed to be a waiver of the underlying breach of payment obligations.

  • Rights of Set-Off With respect to any amount that HHSC in good faith determines should be reimbursed to it or is otherwise payable to it by the MA Dual SNP pursuant to this Agreement, HHSC may deduct the entire amount owed against the charges otherwise payable or expenses owed to it under this Agreement until such time as the entire amount determined to be owed has been paid. HHSC will provide the MA Dual SNP with written notice of and supporting information concerning such offsets, and will be relieved of its obligation to make any payments to the MA Dual SNP until such time as all such amounts have been paid to HHSC.

  • Right of Review Once Lessor shall have finally determined said Operating, Utility and Energy or Real Estate Tax Costs at the expiration of a Lease Year, then as to the item so established, Lessee shall only be entitled to dispute said charge as finally established for a period of six (6) months after such charge is finally established, and Lessee specifically waives any right to dispute any such charge at the expiration of said six (6) month period.

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