Offsetting Amount definition

Offsetting Amount means amounts payable to the Company by the Subscribing Shareholder that are to be offset against the Share Cash-Out Consideration to which the Subscribing Shareholder is otherwise entitled under Section 3.3(9), pursuant to the Subscription Agreement.
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Offsetting Amount means, as of any date of determination, (a) with respect to the Tranche A Loan, an amount equal to the outstanding and unpaid balance of licensing fees or other amounts then owed by Nexperia to the Borrower pursuant to the [***] SOW and Section 7.7(b) of the DLA and (b) with respect to the Tranche B Loan, an amount equal to the outstanding and unpaid balance of licensing fees or other amounts then owed by Nexperia to the Borrower pursuant to the [***] SOW and Section 7.7(c) of the DLA.
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Offsetting Amount has the meaning ascribed to such term in Section 9.5(a).
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Examples of Offsetting Amount in a sentence

  • If and to the extent the Lender makes such election, (A) the applicable Payable Amount shall be permanently reduced by the Offsetting Amount set forth in the written notice delivered by the Lender pursuant to this Section 2.2(e) and (B) the Lender’s obligation to pay the applicable licensing fees or other amounts used in the calculation of such Offsetting Amount shall be deemed satisfied and discharged for all purposes under the DLA and Prefunded SOWs in accordance with Section 6.1 of the DLA.

  • In the event that an Indemnitee recovers any Offsetting Amounts with respect to any Damages for which such Indemnitee has been indemnified hereunder, than such Indemnitee shall promptly pay to the Indemnitor an amount equal the lesser of (i) such Offsetting Amount and (ii) the amount of the Damages for which the Indemnitee was indemnified.

  • Notwithstanding anything to the contrary herein set forth, the Lender may elect, by providing written notice to the Borrower two Business Days prior to (i) any Maturity Date or (ii) any date on which payment of any licensing fees or other amounts is due from Nexperia to the Borrower under the DLA, to reduce the Payable Amount due and payable on the next succeeding Maturity Date, on a dollar for dollar basis, up to the applicable Offsetting Amount.


More Definitions of Offsetting Amount

Offsetting Amount means, as of any date of determination, (a) with respect to the Tranche A Loan, an amount equal to the outstanding and unpaid balance of licensing fees or other amounts then owed by Nexperia to the Borrower pursuant to the [***] SOW and Section 7.7(b) of the DLA, (b) with respect to the Tranche B Loan, an amount equal to the outstanding and unpaid balance of licensing fees or other amounts then owed by Nexperia to the Borrower pursuant to the [***] SOW and Section 7.7(c) of the DLA and (c) with respect to the Tranche B-1 Loan, an amount equal to the outstanding and unpaid balance of the licensing fees or other amounts then owed by Nexperia to the Borrower pursuant to the [***]-SOW and Section 7.7(d) of the DLA.
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Offsetting Amount is amended and restated in its entirety as follows:
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