Setoff Right definition
Examples of Setoff Right in a sentence
Cross-Default; Setoff; Right to Substitute New Terms ............
AOL Setoff Right" shall have the meaning set forth in Section 1.2 of this Agreement.
To the extent the parties that hold a direct interest in any funds currently subject to an administrative freeze (with respect to any asserted Setoff Right, the "Setoff Parties") shall agree that a Setoff Right with respect to such funds is valid, upon notice to the Agent Lenders will be entitled to exercise such Setoff Rights.
To the extent that the Setoff Parties agree that a Setoff Right is not valid, upon notice to the Agent, Lenders agree to release funds held with respect to such asserted Setoff Right to the applicable Debtor or Non-Debtor.
Otherwise, any Purchaser Common Shares remaining in escrow that are not subject to setoff pursuant to the Purchaser Setoff Right by the Earnout Deadline shall be released from escrow promptly following such date (unless there is a contested claim with a Governmental Authority pending as described in Section 2.6 as of the Earnout Deadline, in which case the release shall occur, if at all, upon resolution of the contested claim).
In the event that, by the end of any Year, AOL does not reach the Annual Impressions Target for such Year as set forth on Exhibit A hereto (a "Shortfall"), (i) such Shortfall shall not be deemed a breach of the Agreement by AOL, but instead shall be added to the Annual Impressions Target for the subsequent Year and (ii) the Impressions Commitment shall be increased (subject to the AOL Setoff Right) by *** Impressions (the "Shortfall Penalty") for each Year in which any such Shortfall exists.
Subject to the other provisions of this ARTICLE 9, the Set-off Right shall be used to indemnify Purchaser (on behalf of itself or any other Indemnified Person) for Indemnifiable Damages pursuant to the indemnification obligations of the Indemnifying Parties.
In the event that an Applicable Change did not take place within the 12-month period after the Closing, the period during which claims for Indemnifiable Damages may be made and consideration set off for Indemnifiable Damages by way of the Set-off Right (the “Set-off Period”) shall commence on the Closing Date and terminate on the 12–month anniversary of the Closing Date (the “Initial Set-off Period”).
Except for claims with respect to breaches of the representations and warranties set forth in Sections 2.2, 2.3, 2.4, 2.9(c) 2.9(d), 2.9(h), 3.1 and 3.2, the Set-off Right shall be Purchaser's exclusive remedy for Losses after the Closing.
If the Tenant shall fail to pay any Rent when the same is due and payable (subject to the Tenant Set-off Right) such unpaid amount shall bear interest at the rate of twelve percent (12%) per annum (calculated monthly at the rate of one percent (1%)) such interest to be calculated, but not compounded, from the time such Rent becomes due until paid by the Tenant.