Certain Set-Off Rights Sample Clauses

Certain Set-Off Rights. At the Buyer's election, payments, if any, to be made by any of the Sellers under this (S) 8 shall be made by reducing, on a dollar-for-dollar basis, any unpaid balance of any of the Deferred Payments, by the amount of all or any portion of any Adverse Consequences the Buyer may suffer or incur. All such indemnification payments under this (S) 8 shall be deemed adjustments to the Purchase Price. Notwithstanding the foregoing, before any set-off rights may be exercised, the Buyer shall give written notice to the Agent Sellers of any claim for indemnification hereunder, specifying in reasonable detail the grounds for indemnification and the amount of the set-off, and the Agent Sellers may object to any such set-off by responding in writing within fifteen (15) days after receipt of the Buyer's notice. If the Agent Sellers fail to object within the fifteen (15)-day period specified, the Agent Sellers shall waive any right to object to the Buyer's right of indemnification hereunder or the amount of the set-off. If the Agent Sellers dispute either the Buyer's right to indemnification, or the amount of the set-off, or both, then Escrow Agent shall retain the amount of the set-off pending resolution of the dispute, and the Parties shall negotiate in good faith to resolve all issues in dispute. If, after a period of fifteen (15) days following the date on which the Agent Sellers give Buyer notice of its objection to Sellers indemnification hereunder, any such matter remains in dispute, then the Parties shall employ the dispute resolution procedures set forth in (S) 9 of this Agreement. Each Party agrees to make available to the other Party and the attorneys and accountants of the other Party, within a reasonable time after a request is made, all books and records which are reasonably required by the requesting Party to evaluate a claim for indemnification or objection hereunder.
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Certain Set-Off Rights. With respect to the following Principal Agreements [ ] [all Principal Agreements], the Parties hereto agree that in respect of any Closed- Out Agreement that is such a Principal Agreement, each Party A Entity shall have the right to: (i) determine in good faith an amount equal to the fair market value of any securities or other property that Party B or the applicable Party A Entity has obtained under such Closed-Out Agreement or Credit Support Document related thereto and is or may be obligated to return or otherwise transfer to the other, and (ii) include such amount as an amount payable by such Party in determining the Settlement Amount under such Closed-Out Agreement. Each such Principal Agreement and Credit Support Document related thereto is hereby amended accordingly.
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Certain Set-Off Rights. The Stockholder Representative may set-off against any amounts finally determined to be payable to any CenterPoint Indemnified Parties under this Article IX any amounts finally determined to be due and payable in connection with the Contingent Payment, if any, calculated pursuant to Section 2.2.
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Related to Certain Set-Off Rights

  • Certain Settlement Provisions The Corporation shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement of any action, suit or proceeding without the Corporation’s prior written consent, which shall not be unreasonably withheld. The Corporation shall not settle any action, suit or proceeding in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

  • Set-Off Rights The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller.

  • Waiver of Right of Set-Off The Custodian hereby waives and relinquishes all contractual and common law rights of set-off to which it may now or hereafter be or become entitled with respect to any obligations of the Funds to the Custodian arising under this Agreement.

  • Certain Additional Rights of Lender (VCOC) Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

  • 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.

  • NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT The Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the continuation of any of the foregoing events in this Section 5.10.

  • Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will immediately notify the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus relating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other Federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related prospectus of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.

  • Certain Damages In the event that Landlord does not elect to terminate this Lease as permitted in subsection (a) of Section 25.02, but on the contrary elects to take possession as provided in subsection (b) of Section 25.02, Tenant will pay to Landlord: (a) Base Monthly Rent and other sums as provided in this Lease, which would be payable under this Lease if such repossession had not occurred, less (b) the net proceeds, if any, of any reletting of the Demised Premises after deducting all Landlord’s reasonable expenses in connection with such reletting, including without limitation, all repossession costs, brokerage commissions, reasonable attorneys’ fees, expenses of employees, reasonable alteration and repair costs and expenses of preparation for such reletting. If, in connection with any reletting, the new lease term extends beyond the existing Term, or the premises covered by such new lease include other premises not part of the Demised Premises, a fair apportionment of the rent received from such reletting and the expenses incurred in connection with such reletting as provided in this Section will be made in determining the net proceeds from such reletting, and any rent concessions will be equally apportioned over the term of the new lease. Tenant will pay such rent and other sums to Landlord monthly on the day on which the Base Monthly Rent would have been payable under this Lease if possession had not been retaken, and Landlord will be entitled to receive such rent and other sums from Tenant on each such day.

  • Certain Rights of Rights Agent The Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Rights Agent. In addition:

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