Set-Off Right definition

Set-Off Right means the right of GM to set-off and apply any and all indebtedness and other liabilities at any time owing by GM or its Affiliates to or for the credit or the account of the Borrower or any Guarantor against any and all of the Obligations of such Borrower or Guarantor then existing under this Agreement in accordance with Section 6.01.

Set-Off Right shall have the meaning set forth in Section 6.3.

Set-Off Right shall have the meaning set forth in Section 5.A. hereof.

Examples of Set-Off Right in a sentence

• Nothing in this Condition 4 is intended to provide, or shall be construed as acknowledging, any Waived Set-Off Rights or that any such Waived Set-Off Right is or would be available to any holder of any Note but for this Condition 4.

• Nothing in this Condition 3(c) is intended to provide, or shall be construed as acknowledging, any Waived Set-Off Rights or that any such Waived Set-Off Right is or would be available to any holder of any Note but for this Condition 3(c).

• The Working Capital Set-Off Right shall be exercisable pursuant and subject to the terms of such Promissory Notes for the amount of the Closing Statement Adjustment in favor of Buyer, if any.

• The Seller Set-Off Right shall be exercisable pursuant and subject to the terms of such Promissory Note for the amount of any claims by Buyer for indemnification pursuant to and subject to the provisions of Article VIII and/or the Asset Purchase Agreement outstanding and unpaid as of the maturity date of such Promissory Note, if any.

• It is the mutual understanding of the Parties that the transactions contemplated by this Agreement are being structured with financing from the Sellers expressed in the form of the Promissory Notes, and as such the Contracts Set-Off Right provided in Section 2.5(b) is a secondary remedy to the remedies provided in this Section 6.8. Notwithstanding anything to the contrary in this Agreement, the remedies in this Section 6.8 shall not be exclusive of any other remedies provided under this Agreement.

More Definitions of Set-Off Right

Set-Off Right shall have the meaning given to such term in Section 8.5.

Set-Off Right shall have the meaning set forth in Section 10.15.

Set-Off Right has the meaning set forth in Section 7.11(a) above.

Set-Off Right shall have the meaning provided in Section 3.6(d) hereof.

Set-Off Right. 10.1(c) “Significant Customer” 3.21 “Significant Supplier” 3.22 “Special Claim” 10.2(a)(ii)

Set-Off Right has the meaning set forth in Section 2.02(c).

Set-Off Right means the right of the Parent to set-off against and deduct from the Contingent Merger Consideration (a) up to an aggregate amount of One Million Dollars ($1,000,000.00) of any Damages for which any Indemnified Party is entitled to indemnification pursuant to Company Equityholder Claims of which an Indemnified Party receives notice within one (1) year following the Effective Time (the “Company Equityholder Claim Set-off Right Amount”); and (b) up to an aggregate of One Million Five Hundred Thousand Dollars ($1,500,000.00) of (i) any Damages for which any Indemnified Party is entitled to indemnification pursuant to Article X (including, without limitation, Company Equityholder Claims), and (ii) any other amount owed to the Parent or any other Indemnified Party pursuant to this Agreement or any other Transaction Agreement (the “General Set-off Right Amount”). Any exercise of the Set-off Right with respect to Company Equityholder Claims shall be applied first against the Company Equityholder Claim Set-off Right Amount, and the General Set-off Right Amount shall be used to satisfy Company Equityholder Claims only after the Company Equityholder Set-off Claim Amount has been exhausted. For purposes of clarity, nothing herein shall preclude an Indemnified Party from obtaining indemnity from the Escrow Account for Company Equityholder Claims.