Off-Set. Any undisputed debts or credits, in favor of or against either the Reinsurer or the Company with respect to this Agreement, are deemed mutual debts or credits and may be offset, and only the balance will be allowed or paid. The right of offset will not be affected or diminished because of the insolvency of either party.
Off-Set. The parties hereto agree that the Company shall have the right to off-set, from any amounts otherwise due and owing to Executive pursuant to this Agreement, any and all undisputed amounts legitimately owed by Executive to the Company or any of its Affiliates (as hereinafter defined), whether pursuant to this Agreement or to any other agreement or obligation.
Off-Set. All outstanding Transactions under this Agreement and the obligations to make payment in connection therewith or under any other agreement between the Parties may be offset against each other, netted, set-off or recouped therefrom.
Off-Set. Except as expressly provided in this Agreement, CiC Severance Compensation pursuant to this Section 3 will not be subject to set-off or mitigation.
Off-Set. 24.1 PPM shall be notified in writing by HUMANA of any monies PPM or PPM Physician(s) may owe HUMANA, for any reason, and PPM shall have thirty (30) days from receipt of such notification to refund monies owed to HUMANA. If there is a dispute as to monies owed to HUMANA, PPM shall provide a written response to HUMANA outlining the specific nature of such dispute within such thirty (30) day notice period. Notwithstanding the above, PPM authorizes and shall require PPM Physician(s) to authorize HUMANA to deduct monies that otherwise may be due and payable to HUMANA from any outstanding Monies that HUMANA, for any reason, may owe to PPM or PPM Physician(s), as applicable.
Off-Set. All sums payable by Trustor under the Note and this Trust Deed shall be paid without notices, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction. The Obligations and liabilities of Trustor hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of, or any condemnation or similar taking of the Trust Estate or any part thereof; (b) any destruction or prevention of or interference with any use of the Trust Estate or any part thereof; (c) any title defect or encumbrance or any eviction from the Trust Estate or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Beneficiary, or any action taken with respect to this Trust Deed by any trustee or receiver of Beneficiary, or by any court, in any such proceeding; (e) any claim which Trustor has or might have against Beneficiary; (f) the occurrence of an Event of Default or any default or failure on the part of Beneficiary to perform or comply with any of the terms, covenants or conditions of this Trust Deed beyond any applicable grace or cure period or of any other agreement with Trustor; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.
Off-Set. If Resident seeks to assert any claim against Landlord, Resident shall not be entitled to withhold payment of any part of the rent or other charges and shall proceed separately on such claim, subject to Paragraph 9 above.
Off-Set. Astellas or any of its Affiliates (as defined in the Purchase Agreement) shall have the right, in its or their discretion and upon written notice to the Company, to offset the Payment Amount (in whole or in part, until the full amount of the Payment Amount has been offset) against (a) any payment(s) owed by Astellas to the Company or any of its controlled affiliates under or in connection with any Program Transaction, including, any upfront payment, milestone payment or royalties owed to the Company or any of its controlled affiliates or (b) any amount owed by Astellas to the Company or any of its controlled affiliates in connection with a Change in Control transaction with Astellas or any of its Affiliates. For purposes of this Section 8, the Payment Amount equals […***…].
Off-Set. In the event that THC or THCV incur any tax liability as an Excluded Liability under Section 1.10(iii) as a result of the use of THC’s capital contribution and Promissory Note as discussed in Sections 1.6, 1.7 and 1.9 herein, THC or THCV shall have the right, in addition to the provisions of Section 16.1 and 16.6, to off set said tax liability from any amounts THC may owe SP on the Promissory Note set forth in Section 1.6(b)(ii).
Off-Set. All sums payable by Mortgagor with respect to the Obligations shall be paid without notices, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction. The Obligations and liabilities of Mortgagor hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of, or any condemnation or similar taking of the Mortgaged Property or any part thereof; (b) any destruction or prevention of or interference with any use of the Mortgaged Property or any part thereof; (c) any title defect or encumbrance or any eviction from the Mortgaged Property or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee, or any action taken with respect to this Mortgage by any trustee or receiver of Mortgagee, or by any court, in any such proceeding; (e) any claim which Mortgagor has or might have against Mortgagee; (f) any default or failure on the part of Mortgagee to perform or comply with any of the terms, covenants or conditions of this Mortgage or of any other agreement with Mortgagor; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing. Except as otherwise expressly set forth in this Section 5.1, nothing contained in this Section 5.1 shall waive any claims or defenses of Mortgagor against any third parties. Nothing contained in this Section 5.1 shall be construed as prohibiting Mortgagor from pursuing any rights or remedies it may have against any person in a separate legal proceeding.
