Offset Rights definition

Offset Rights. In the event any written claim or lawsuit is instituted against Westar or any licensee or sub-distributor of Westar, which written claim or lawsuit (the "Liability") on a claim inconsistent with any of Eclipse's warranties, representations or agreements hereunder, Westar may offset any moneys that Westar reasonably deem necessary, now or hereafter payable to or for the account of Eclipse, in the amount of the Liability plus Westars reasonable attorney's fees and costs, whether or not the Liability has been reduced to judgement. In addition, pending the final determination of such Liability, Westar may withhold from such moneys payable to Eclipse hereunder such amount as Westar may reasonably deem necessary to cover the Liability plus Westar's reasonable attorney's fees and costs. Westar may compromise or settle such Liability upon terms as Westar may deem reasonable.
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Offset Rights shall have the meaning ascribed to it in Section 3.5.
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Offset Rights means the rights given to the Buyer pursuant to Section 7.6.
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Examples of Offset Rights in a sentence

  • Tenant has no presently exercisable Termination Right(s) or Offset Right(s).

  • This Note shall be convertible into Conversion Shares, at the Holder’s option, upon an Event of Default, and subject to the Obligor’s Offset Rights (as defined below), as set forth herein and on the terms and conditions set forth in this Paragraph ‎5.

  • Subject to Clause 12.5 (No Limitations for Fraud) and Clause 12.8 (Purchaser Offset Rights), the aggregate out-of-pocket liability of the Vendor and/or the Vendor’s Guarantor for claims by any Indemnified Person that arise from a breach of, or inaccuracy in, any Warranty will be limited to US$20 million.

  • The failure of Aladdin Gaming to pay the Use Fee shall be offset against any amount due from Bazaar Company under the Bazaar Lease and against the payments due under that subordinated debenture (the "Subordinated Debt") issued by Bazaar Company to Aladdin Gaming, LLC upon the terms and conditions set forth in the Amended LLC Agreement (the "Offset Rights").

  • To the best of Tenant’s knowledge, Tenant has no presently exercisable Termination Right(s) or Offset Right(s).

  • This Note shall be convertible into Conversion Shares, at the Holder’s option, upon an Event of Default, and subject to the Obligor’s Offset Rights (as defined below), as set forth herein and on the terms and conditions set forth in this Paragraph 5.

  • If at any future date the CMS Transmittal is rescinded, replaced, amended or modified or any subsequent Law is enacted or adopted so as to permit a depository bank to retain any aspect of its Offset Rights, this waiver of Offset Rights shall terminate and be null and void as to such aspect, automatically, without further action by the Purchaser or the Borrower or any other Obligated Group Member.

  • Any Construction-Related Obligation of Former Landlord subject to Tenant's Offset Rights described in Section 4.3(a)(iii) above.

  • Offset Rights Either Party may offset any amounts owing to it for revenues, penalties, fines, costs reimbursement, or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party.

  • Section 6.1. Indemnities of the Stockholders 49 Section 6.2. Indemnities of L▇▇▇▇ 51 Section 6.3. Claim Procedures 52 Section 6.4. Calculation, Timing, Manner and Characterization of Indemnification Payments 52 Section 6.5. Recovery 53 Section 6.6. Survival 53 Section 6.7. Reliance 53 Section 6.8. Control of Third-Party Claims 54 Section 6.9. Offset Rights and Limitations 54 Section 6.10.


More Definitions of Offset Rights

Offset Rights means any right or alleged right of Lessee to any offset, defense (other than one arising from actual payment and performance, which payment and performance would bind a Successor Lessor pursuant to this Agreement), reduction, deduction or abatement against Lessee’s payment of rent or performance of Lessee’s other obligations under the Lease, arising from Former Lessor’s breach or default under the Lease.
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Related to Offset Rights

  • Default Rights has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

  • Use Rights means the license terms and terms of service for each Product published on the Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. License terms for all Products are published in the Product Terms. Terms of service for Online Services are published in the Online Services Terms.

  • Trade Secret Rights means the rights of an Assignor in any Trade Secret it holds.

  • Direct Rights means the rights referred to in Clause 2.1 (Direct Rights - Creation);

  • Contract Rights means all rights of any Assignor under each Contract, including, without limitation, (i) any and all rights to receive and demand payments under any or all Contracts, (ii) any and all rights to receive and compel performance under any or all Contracts and (iii) any and all other rights, interests and claims now existing or in the future arising in connection with any or all Contracts.