Set Off Right Clause Samples

Set Off Right. Agent and the Lenders may set off and apply to the Obligations any and all indebtedness at any time owing to or for the credit or the account of Borrower or any other assets of Borrower in Agent’s or any Lender’s possession or control.

Set Off Right. In the event Key Employee breaches any of the covenants set forth in this Section 7 or in Section 8, Key Employee acknowledges and agrees that Employer may set-off any loss, cost, damage, liability or expense (including, without limitation, lost profits and reasonable attorneys’ fees and expenses) against amounts otherwise payable under this Agreement or any other agreement between Employer and its affiliates and Key Employee. Neither the exercise of nor failure to exercise such right of set-off or to give notice of a claim therefor will constitute an election of remedies or limit Employer in any manner in the enforcement of any other remedies available to it.

Set Off Right. Upon the occurrence of an Event of Default that has not been waived by Lender, Collateral Agent and Lender may set off and apply to the Obligations any and all Indebtedness at any time owing to or for the credit or the account of any Co-Borrower or any other assets of any Co-Borrower in Collateral Agent’s or Lender’s possession or control.

Set Off Right. Lenders may set off and apply to the Obligations any and all indebtedness at any time owing to or for the credit or the account of Borrower or any other assets of Borrower in Lenders’ possession or control.

Set Off Right. Collateral Agent and each Lender may set off and apply to the Obligations any and all Indebtedness at any time owing to or for the credit or the account of Borrower or any other assets of Borrower in Collateral Agent’s or such Lender’s possession or control.

Set Off Right. Borrowers agree that if amounts outstanding under this Agreement are due and unpaid or have been declared or have become due and payable, each Participant, to the extent permitted by applicable law, will be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that any Participant exercising that right will be obligated to share with Lenders, as if such participant were a "Lender" under this Agreement, the amount of any such setoff; and provided, further, that if all or any portion of such excess payment or other recovery is thereafter recovered from the Participant by or on behalf of a Borrower, the Participant's obligation to share such excess payment will be rescinded and such payment shall be returned to Participant to the extent of such recovery. No Participant may exercise any such right of setoff except with the consent of Required Lenders.

Set Off Right. In addition to other remedies available to TransferMate, if You fail to pay any amount then due under this Agreement, TransferMate may set-off such amount against any amount payable by TransferMate to You. You must not set-off any amounts You owe to TransferMate against any amounts TransferMate owes to You. TransferMate is entitled to set-off against any amounts due to it by You, any amounts received by TransferMate from or on Your behalf. TransferMate may determine the application of any amounts which are to be set-off at its own discretion.

Set Off Right. Following the occurrence of an Event of Default that remains continuing, Lender may set off and apply to the Obligations any and all Indebtedness at any time owing to or for the credit or the account of Borrower or any other assets of Borrower in Lender’s possession or control.

Set Off Right. Subject to the order of priority of the Buyer Indemnitees’ sources of recovery set forth in clauses (i) and (ii) of Section 8.07(b), Buyer shall have the right to withhold and set-off (“Set-off Right”) against any Purchase Price Equity otherwise required to be issued by Buyer pursuant to Section 2.02(b), the amount of (“Set-off Amounts”): (i) any Final Deficiency owed to Buyer that has not been paid to Buyer from the Escrow Fund or from Seller Members, and (ii) any Losses with respect to which any Buyer Indemnitee is entitled to indemnification under Article VIII that have not been satisfied pursuant to Section 8.07(b) (each of the matters described in the foregoing subparagraphs (i) and (ii) hereinafter referred to as a “Set-off Matter”). With respect to any exercise of Buyer’s Set-off Rights with respect to a Set-off Matter which is finally determined prior to the Buyer Share Issuance Date, any Set-Off Amounts in connection therewith may be set-off by Buyer, on the Buyer Share Issuance Date, against any Purchase Price Equity otherwise required to be issued by Buyer pursuant to Section 2.02(b), by reducing from the Purchase Price Equity a number of shares of common stock of Buyer to be issued in connection therewith with a value (which shall be determined at the Buyer Issue Price) equivalent to the Set-Off Amount. With respect to any Set-off Matter for which Buyer intends to exercise its Set-off Right pertaining to a Set-off Amount that has not been finally determined prior to the Buyer Share Issuance Date, the Buyer shall have the right to exercise its Set-off Right (exercisable by delivering written notice of such exercise to the Sellers’ Representative) and to withhold from any Purchase Price Equity otherwise required to be issued by Buyer pursuant to Section 2.02(b), such amount of the Purchase Price Equity with a value (which shall be determined at the Buyer Issue Price) equal to the value of the claim associated with such Set-off Matter which has not yet been finally determined (the “Set-off Share Amount”). Upon final resolution of such Set-off Matter, the dollar amount for which the Buyer Indemnitees in the case of a Set-off Matter set forth in Section 2.02(c)(ii), and/or Buyer in the case of a Set-off Matter set forth in Section 2.02(c)(i), have been finally determined to be entitled to indemnification (and/or payment in the case of a Set-off Matter set forth in Section 2.02(c)(i)) with respect to such Set-off Matter shall be deemed the “Final Set...