Offset Right. An “Offset Right” means any right or alleged right of Tenant to any offset, defense (other than one arising from actual payment and performance, which payment and performance would bind a Successor Landlord pursuant to this Agreement), claim, counterclaim, reduction, deduction, or abatement against Tenant’s payment of Rent or performance of Tenant’s other obligations under the Lease, arising (whether under the Lease or under applicable law) from Landlord’s breach or default under the Lease.
Offset Right. Landlord acknowledges that if Landlord fails to pay any portion of the Tenant Improvement Allowance as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deduct from Base Monthly Rent payable by Tenant under the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty (30) days after Landlord’s receipt of such written notice from Tenant, a written objection to the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and until such dispute is resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt of the same. Exhibit C Building E EXHIBIT A-1 TO WORK LETTER Exhibit C Building E Exhibit C Building E Exhibit C Building E EXHIBIT A-2 TO WORK LETTER RENDERED PLANS Building F: Exhibit C Building E Exhibit C Building E SCHEDULE 1 TO WORK LETTER LIST OF APPROVED GENERAL CONTRACTORS, ARCHITECTS AND PROJECT MANAGERS Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Exhibit C Building E EXHIBIT D EXCLUSIVE USE AREA CONCEPTUAL PLAN Exhibit D Building E EXHIBIT E LEASE COMMENCEMENT DATE CERTIFICATE This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant ...
Offset Right. The parties agree that the Company may deduct from the amounts otherwise payable by the Company to any Member (the “Debtor Member”) any and all amounts which may be payable by the Debtor Member to the other Member pursuant to a judgment received by the other Member with respect to any matter set forth in this Agreement; provided, however, if the judgment is not final and nonappealable and the Debtor Member appeals the judgment, then the Manager shall cause such amounts to be deposited into an escrow with Chicago Title and Trust Company or such comparable trust company to be held in a joint order escrow between the Members pending the resolution of the judgment on appeal.
Offset Right. In the event a party (“Owing Party”) fails to timely pay any amount owed to the other party (“Owed Party”) under this Agreement or any Order, Owed Party may offset any such amount against any amount owed by Owed Party or any Affiliate of Owed Party under this Agreement or Order to Owing Party.
Offset Right. In connection with a complete redemption of the Debenture in accordance with the terms thereof, Lender may offset the then outstanding balance of this Note against any amounts otherwise due in cash to Borrower in connection with the redemption.
Offset Right. AT&T Collocator shall be entitled to set off against the AT&T Rent Amount or any other amounts that may become due from AT&T Collocator and payable to Tower Operator under this Agreement from time to time, the amount of (i) any Tower Operator Property Tax Charge due and payable and which remains unpaid fifteen (15) Business Days after written notice to Tower Operator of the same, (ii) any Lien discharged by an AT&T Lessor or AT&T Ground Lease Party pursuant to Section 14 of the MPL, and (iii) any amounts expended by an AT&T Lessor or AT&T Ground Lease Party pursuant to Section 5(c) of the MPL which have not been reimbursed within the period provided for in such section.
Offset Right. Notwithstanding anything to the contrary contained herein, the SPE Shareholders shall have the right to off-set, on a pro rata basis, the amount of any unrecouped claim for Losses the SPE Shareholders or any of their Indemnified Parties may have pursuant to the provisions of this Section 7 or pursuant to Article X of the Share Purchase Agreement against any amounts due and payable by them to the Non-SPE Shareholders, including in respect of the Call Price, if (a) a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses, or (b) if the SPE Shareholders notify the Non-SPE Shareholders’ Representative of any Losses that are not subject to any Adjudicated Decision (by written notice including reasonable details and supporting documentation concerning the grounds for the Losses), in which case the SPE Shareholders shall be entitled to deduct the amount of such Losses from such amounts due and payable to the Non-SPE shareholders prior to the payment thereof to the Non-SPE Shareholders hereunder and deposit such amount in an interest bearing escrow account. The escrow account shall be established with Citibank, or other bank designated by the SPE Shareholders, to be held until such time as a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses or pursuant to a mutual settlement agreement of the Parties, at which time the funds in the escrow account shall be distributed in accordance with the Adjudicated Decision or the mutual settlement agreement, as applicable. In addition, the SPE Shareholders shall be entitled to receive, and the Non-SPE shareholders shall direct that the Company shall pay on a pro rata basis to the SPE Shareholders or the escrow agent, as applicable, any such unrecouped claim for Losses on the same basis as set forth above, and the Non-SPE Shareholders shall be deemed to waive their rights to such dividends. Any such off-set or payment direction shall be made in good faith and only if the SPE Shareholders have delivered to the Non-SPE Shareholders a reasonably detailed notice of the basis for such off-set or payment direction, at least three Business Days prior to the due date for payment of such amount. The Non-SPE Shareholders agree and confirm that they shall take all steps as are required under applicable Law to effectuate the offset right of the SPE Shareholders and the Indemnified Parties as set out in this Section 7.3(...
Offset Right. Trega and its successors and assigns shall be entitled to recover (the "OFFSET RIGHT") against the Escrow Shares (including, without limitation, any shares issued or issuable as Escrow Shares upon the exercise of any Trega Substitute Option pursuant to the provisions of SCHEDULE 2 hereto) any and all losses, liabilities, taxes, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims (collectively, "DAMAGES"), which Trega or the Surviving Corporation may suffer or incur (including, without limitation, as a result of a decrease in or adverse effect upon the value of Trega's investment or ownership interest in the Surviving Corporation) to the extent of and by reason of the inaccuracy or breach of any of the representations, warranties, covenants or agreements of NaviCyte contained in this Agreement or any documents, certificates or agreements delivered pursuant hereto; provided, however, that (i) no Damages shall be recognized for purposes of the Offset Right unless and until total Damages exceed $30,000.00 (at which point all Damages shall be recognized) and (ii) Damages shall be calculated less the amount of any actual tax benefits or insurance proceeds received by Trega (discounted for any insurance premiums paid and any delay in receipt or realization of benefits or proceeds by Trega) as a result of any loss for which the Offset Right is asserted. Notwithstanding their issuance and delivery into the Escrow Account, (i) the Escrow Shares shall be and remain subject to the Offset Right for the benefit of Trega as provided in this Section 6 and (ii) the NaviCyte Securityholders shall have no ability or entitlement whatsoever to transfer any Escrow Shares or any interest therein (including, without limitation, to pledge any Escrow Shares or to grant an interest in any expectation with respect to the Escrow Shares) unless and until such Escrow Shares are distributed to the NaviCyte Securityholders as provided in Section 1 of this Agreement, SCHEDULE 1 hereto and the Escrow Agreement. Without limiting the other provisions of this Agreement or the Escrow Agreement, the NaviCyte Securityholders shall be deemed to have granted to Trega a first-lien security interest in the Escrow Shares as collateral for the recovery by Trega of any and all Damages pursuant to the Offset Right as provided in this Sectio...
Offset Right. Marketer shall be entitled to offset (a) the Power Marketing Fee against (b) any obligation of Marketer to make payments under this Agreement.
Offset Right. Any claims under this Article VIII may be satisfied by offsetting any obligation owed to such party.
