Offset Rights definition

Offset Rights. In the event any written claim or lawsuit is instituted against Westar or any licensee or sub-distributor of Westar, which written claim or lawsuit (the "Liability") on a claim inconsistent with any of Eclipse's warranties, representations or agreements hereunder, Westar may offset any moneys that Westar reasonably deem necessary, now or hereafter payable to or for the account of Eclipse, in the amount of the Liability plus Westars reasonable attorney's fees and costs, whether or not the Liability has been reduced to judgement. In addition, pending the final determination of such Liability, Westar may withhold from such moneys payable to Eclipse hereunder such amount as Westar may reasonably deem necessary to cover the Liability plus Westar's reasonable attorney's fees and costs. Westar may compromise or settle such Liability upon terms as Westar may deem reasonable.
Sample 1Sample 2Sample 3
Offset Rights shall have the meaning ascribed to it in Section 3.5.
Sample 1Sample 2
Offset Rights means the rights given to the Buyer pursuant to Section 7.6.
Sample 1Sample 2

Examples of Offset Rights in a sentence

  • Tenant has no presently exercisable Termination Right(s) or Offset Right(s).

  • The Company hereby acknowledges and agrees that (i) the Holder shall be entitled to exercise the Investor Offset Rights through any means permissible under applicable law, including without limitation, set-off and recoupment and (ii) the obligations of the Holder under the Investor Note and the obligations of the Company under this Note arise in a single integrated transaction and constitute related and interdependent obligations within such transaction.

  • Upon any exercise by the Holder of Investor Offset Rights (as defined in the Investor Note), the Restricted Principal hereunder shall automatically and simultaneously be reduced, on a dollar-for-dollar basis, by such portion of the aggregate principal of the Investor Note cancelled pursuant to such Investor Offset Rights.

  • This Note shall be convertible into Conversion Shares, at the Holder’s option, upon an Event of Default, and subject to the Obligor’s Offset Rights (as defined below), as set forth herein and on the terms and conditions set forth in this Paragraph ‎5.

  • This Note shall be convertible into Conversion Shares, at the Holder’s option, upon an Event of Default, and subject to the Obligor’s Offset Rights (as defined below), as set forth herein and on the terms and conditions set forth in this Paragraph 5.

  • To the best of Tenant’s knowledge, Tenant has no presently exercisable Termination Right(s) or Offset Right(s).

  • Subject to Clause 12.5 (No Limitations for Fraud) and Clause 12.8 (Purchaser Offset Rights), the aggregate out-of-pocket liability of the Vendor and/or the Vendor’s Guarantor for claims by any Indemnified Person that arise from a breach of, or inaccuracy in, any Warranty will be limited to US$20 million.

  • Offset Rights Either Party may offset any amounts owing to it for revenues, penalties, fines, costs reimbursement, or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party.

  • This Note, the Deed of Trust and the Purchase Agreement (solely with respect to the Reduction and Offset Rights) contain the complete understanding and agreement of the Parties with respect to the Loan and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations with respect to the Loan.

  • Proposals for Aboriginal Carbon Offset Rights in the Ontario ContextEvery claim to a treaty right to enjoy the benefits of carbon offsets will have to be argued on the specific historical facts surrounding the treaty in question and the community in question.


More Definitions of Offset Rights

Offset Rights means any right or alleged right of Lessee to any offset, defense (other than one arising from actual payment and performance, which payment and performance would bind a Successor Lessor pursuant to this Agreement), reduction, deduction or abatement against Lessee’s payment of rent or performance of Lessee’s other obligations under the Lease, arising from Former Lessor’s breach or default under the Lease.
Sample 1

Related to Offset Rights

  • Default Rights has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

  • Use Rights means the license terms and terms of service for each Product published on the Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. License terms for all Products are published in the Product Terms. Terms of service for Online Services are published in the Online Services Terms.

  • Trade Secret Rights means the rights of an Assignor in any Trade Secret it holds.

  • Direct Rights means the rights referred to in Clause 2.1 (Direct Rights - Creation);

  • Contract Rights means all rights of any Assignor under each Contract, including, without limitation, (i) any and all rights to receive and demand payments under any or all Contracts, (ii) any and all rights to receive and compel performance under any or all Contracts and (iii) any and all other rights, interests and claims now existing or in the future arising in connection with any or all Contracts.

  • Rights means, with respect to any Person, warrants, options, rights, convertible securities and other arrangements or commitments which obligate the Person to issue or dispose of any of its capital stock or other ownership interests.

  • Special declarant rights means rights reserved for the benefit of a declarant to:

  • Trade Rights means and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.

  • Sui Generis Database Rights means rights other than copyright resulting from Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases, as amended and/or succeeded, as well as other essentially equivalent rights anywhere in the world.

  • Appurtenant Rights means (i) all agreements, easements, rights of way or use, rights of ingress or egress, privileges, appurtenances, tenements, hereditaments and other rights and benefits at any time belonging or pertaining to the Land or the Improvements, including, without limitation, the use of any streets, ways, alleys, vaults or strips of land adjoining, abutting, adjacent or contiguous to the Land and (ii) all permits, licenses and rights, whether or not of record, appurtenant to the Land.

  • Preemptive Rights is defined in Section 4.8(b).

  • Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

  • Access Rights means licences and user rights to foreground or background;

  • Dissent Rights means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

  • Company IP Rights means all Intellectual Property owned, licensed, or controlled by the Company or its Subsidiaries that is necessary for or used in the operation of the business of the Company and its Subsidiaries as presently conducted.

  • Equity Rights means, with respect to any Person, any subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including any shareholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, such Person.

  • Rights or Options means warrants, options or other rights to purchase or acquire shares of Common Stock or Convertible Securities.

  • Step-In Rights means the right of one party to assume an intervening position to satisfy all terms of an agreement in the event the other party fails to perform its obligations under the agreement.

  • Contract Right means any right, power or remedy of any nature under any Contract including rights to receive property or services or otherwise derive benefits from the payment, satisfaction or performance of another party’s Obligations, rights to demand that another party accept property or services or take any other actions, and rights to pursue or exercise remedies or options.

  • Surface Rights is defined in Section 2.2(h).

  • Trademark Rights means all common law and other rights (but in no event any of the obligations) in and to the Trademarks in the United States and any state thereof and in foreign countries.

  • Stock Purchase Rights means any warrants, options or other rights to subscribe for, purchase or otherwise acquire any shares of Common Stock or any Convertible Securities.

  • Call Rights As defined in Section 9.01(f).

  • Best available control technology or “BACT” means an emissions limitation, including a visible emissions standard, based on the maximum degree of reduction for each regulated NSR pollutant which would be emitted from any proposed major stationary source or major modification which the reviewing authority, on a case-by-case basis, taking into account energy, environmental, and economic impacts and other costs, determines is achievable for such source or modification through application of production processes or available methods, systems, and techniques, including fuel cleaning or treatment or innovative fuel combination techniques for control of such pollutant. In no event shall application of best available control technology result in emissions of any pollutant which would exceed the emissions allowed by any applicable standard under 567—subrules 23.1(2) through 23.1(5) (standards for new stationary sources, federal standards for hazardous air pollutants, and federal emissions guidelines), or federal regulations as set forth in 40 CFR Parts 60, 61 and 63 but not yet adopted by the state. If the department determines that technological or economic limitations on the application of measurement methodology to a particular emissions unit would make the imposition of an emissions standard infeasible, a design, equipment, work practice, operational standard or combination thereof may be prescribed instead to satisfy the requirement for the application of best available control technology. Such standard shall, to the degree possible, set forth the emissions reduction achievable by implementation of such design, equipment, work practice or operation and shall provide for compliance by means which achieve equivalent results.

  • Remedies means actions designed to restore or preserve the complainant’s equal access to education after a respondent is found responsible. Remedies may include the same individualized services that constitute supportive measures, but need not be non-punitive or non-disciplinary, nor must they avoid burdening the respondent.

  • Transferred Intellectual Property Rights means (a) the Transferred Patents, (b) the Transferred Copyrights, (c) the Transferred Internet Properties, (d) the Transferred Industrial Designs, (e) The Transferred Database Rights,(f) the Transferred Mask Work Rights, (g) the Transferred Trade Secrets, and (h) the Transferred Trademarks.