Buyer’s Right of Setoff. In addition to any right now or hereafter granted under applicable law and not by way of limitation of any such rights, Buyer shall have the right at any time or from time to time without notice to Seller or to any other Person, any such notice being hereby expressly waived, to set off against any amount due to Seller from Buyer under this Agreement or otherwise any amount due to Buyer from Seller under this Agreement or otherwise, including any amounts due because of breach of this Agreement or any other obligation and any costs payable by Seller if and to the extent paid in the first instance by Xxxxx.
Buyer’s Right of Setoff. In addition to any right now or hereafter granted under applicable law and not by way of limitation of any such rights, Buyer shall have the right at any time or from time to time without notice to Seller or to any other Person, any such notice being hereby expressly waived, to set off against any amount due Seller from Buyer under this Agreement any amount due Buyer from Seller or any Seller Party under this Agreement, including any amounts due because of breach of this Agreement or any other obligation and any costs payable by Seller under Section 7.2 if and to the extent paid in the first instance by Xxxxx.
Buyer’s Right of Setoff. If Buyer suffers Losses for which it is entitled to indemnification under Section 6.2 (Obligations of Seller to Indemnify), Buyer may setoff against any amounts owed to Seller under this Agreement Buyer’s good faith estimate of the amount of such Loss (the “Setoff Amount”). If Buyer exercises its setoff right under this Section 6.9, Buyer will provide Seller with a written certificate, signed by Buyer’s Chief Financial Officer, certifying that the amount setoff by Buyer represents Buyer’s good faith estimate of such Losses. Notwithstanding the foregoing, if Seller notifies Buyer in writing that it disputes Buyer’s assertion that Seller is obligated to indemnify Buyer for such Losses under Section 6.2 (Obligations of Seller to Indemnify) or the amount setoff by Buyer, then pending the parties’ agreement regarding the appropriate setoff (if any) or a determination by a court of competent jurisdiction of the proper amount that Buyer may setoff (if any) in accordance with Section 7.9 (Submission to Jurisdiction; Waiver), Buyer will pay the Setoff Amount into an interest-bearing escrow account established for the purpose at a bank pending a decision of such court. In the event that it is finally determined by such court that Buyer has setoff an amount that exceeds the amount of Losses for which Seller is obligated to indemnify Buyer under Section 6.2 (Obligations of Seller to Indemnify), then Buyer will cause the amount of such excess to be released from the escrow account, plus interest earned on such amount in such escrow account.
Buyer’s Right of Setoff. In the event any claim of a right to indemnification is made by Buyer, Buyer may, at its sole option, satisfy all or a portion of a Loss by way of setoff against the Subordinated Note. Buyer's right of setoff shall not constitute a limitation on Buyer's rights hereunder or a measure of liquidated damages and Buyer may seek full indemnification for all damages suffered and may pursue all rights and remedies available to it, at law or in equity, against any party hereto, jointly or severally, without seeking recourse against any other party and without exercising any right of setoff. Solely for purposes of this Section 5.5, the term "Loss" shall not include any Loss asserted against, but not actually imposed upon, paid, incurred or suffered by Buyer as a result of the matters described in Section 5.1(a) and Section 5.1(b) hereof.
Buyer’s Right of Setoff. Except as otherwise expressly provided in the immediately following sentence, neither Buyer nor Worldspan shall be permitted to setoff any amounts owing to either of them or any of their Affiliates against their obligation to pay the Base Deferred Purchase Price under this Section 1.1(e). Buyer and Worldspan shall have the right to setoff against the obligation to pay any amounts due under this Section 1.1(e) any portion of unpaid amounts invoiced and due under Article 4 of the Founder Airline Service Agreements from Northwest (or its Affiliate) or Delta (each, a “FASA Seller”) that (i) has not previously been deducted from a Base Deferred Purchase Price Installment and (ii) has not been paid into an escrow account in accordance with Section 4.5(d) of the Founder Airline Service Agreements (a “Setoff Amount”). Buyer shall provide written notice to Escrow Agent and the applicable FASA Seller of each Setoff Amount and the reason therefor. The cumulative aggregate Setoff Amount against any one Base Deferred Purchase Price Installment in respect of any one FASA Seller shall not exceed the amount set forth in column C of the table in Exhibit D directly opposite the applicable month in column A. It is understood and agreed that with respect to amounts owed by Buyer under Section 1.1(e)(iii), Setoff Amounts in respect of Delta shall only be applied against the Delta Acceleration Payment, if any, and Setoff Amounts in respect of Northwest (or its Affiliate) shall only be applied against the Northwest Acceleration Payment, if any.
Buyer’s Right of Setoff. Buyer, in its sole and absolute discretion, may offset against payment of the Escrow Amount or any other amount due from Buyer to the Selling Parties hereunder (i) the amount of any Loss set forth in a Notice of Claim, and (ii) any amount due to Buyer from a Selling Party as damages for the breach of any of the provisions of the Noncompetition Agreement, the Transition Services Agreement and/or any other agreement to which Buyer and any of the Selling Parties are parties. The foregoing notwithstanding, Buyer's right of setoff as provided for in this Section 9.6 shall be in addition to, and not in lieu of, all other rights and remedies provided for in this Agreement and under all statutes or rules of law, and Buyer's exercise of its right of setoff on one occasion shall not be deemed or construed to waive or otherwise limit its right of indemnification or other rights and remedies provided for herein or by the statutes or rules of law on any other occasions. In order to exercise such right of setoff against the Escrow Amount, Buyer must assert its claim in accordance with the procedures set forth in the Escrow Agreement.
Buyer’s Right of Setoff. In addition to any right now or hereafter granted under applicable law and not by way of limitation of any such rights, Buyer shall have the right at any time or from time to time without notice to Seller or to any other Person, any such notice being hereby expressly waived, to set off against any amount due Seller from Buyer under this Agreement or otherwise any undisputed amount due Buyer from Seller or any Seller Party under this Agreement or otherwise, including any undisputed amounts due because of breach of this Agreement or any other obligation and any costs payable by Seller under Section 7.2, Section 9.3, Section 9.4, Section 11.8, Section 14.7(h), or Section 14.9 if and to the extent paid in the first instance by Buyer.
Buyer’s Right of Setoff. Subject to any applicable limitations set forth in this Article VIII, Buyer may, on one or more occasions, withhold all or any portion of any payment under Section 1.03 and retain such amount or amounts withheld in order to discharge, or reimburse any Buyer Indemnified Party for, any Losses for which any Buyer Indemnified Party is entitled to indemnification under this Article VIII; provided, that such Losses have been mutually agreed upon by Seller Representative and Buyer or have been finally determined by a court order and are non-appealable. Buyer’s rights under this Section 8.06 shall be in addition to, and not in limitation of, any other rights or remedies of Buyer under this Article VIII.
Buyer’s Right of Setoff. After the Holdback Period, unless otherwise mutually agreed by the Parties, Buyer may offset against payment of the Purchase Price, or any other amount due from Buyer to Seller hereunder or under any other agreement to which Buyer and Seller are parties, (i) the amount of any Loss to which it is entitled under this Agreement, and (ii) any amount due to Buyer from Seller as damages for the breach of any of the provisions of the Non-competition Agreement and/or any other agreement to which Buyer and Seller are parties. The foregoing notwithstanding, Buyer’s right of setoff as provided for in this Section 9.6 shall be subject to, and not in lieu of, the remedy provided for in Section 11.11 of this Agreement.
Buyer’s Right of Setoff. After 14 days written notice to Seller and Selling Shareholder, stating the nature and the amount of Losses, and Seller's or Selling Shareholder's failure to cure such Losses, Buyer shall have the immediate and unrestricted right of setoff against the amount of any payments otherwise due Seller pursuant to this Agreement and the Note, for the amount of any Losses whether accrued, contingent or otherwise (including court costs and attorneys fees) to which Buyer may be subjected or which Buyer may incur, arising out of or otherwise based upon Seller's or Selling Shareholder's failure or breach of the representations, warranties or covenants contained in this Agreement.
