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 F and Amenities Building EXHIBIT A-1 TO WORK LETTER Exhibit C Building F and Amenities Building Exhibit C Building F and Amenities Building Exhibit C Building F and Amenities Building EXHIBIT A-2 TO WORK LETTER Exhibit C Building F and Amenities Building Exhibit C Building F and Amenities Building Exhibit C Building F and Amenities Building EXHIBIT A-3 TO WORK LETTER RENDERED PLANS Building F: Exhibit C Building F and Amenities Building Exhibit C Building F and Amenities Building Building H: Exhibit C Building F and Amenities Building 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 F and Amenities Building EXHIBIT D EXCLUSIVE USE AREA CONCEPTUAL PLAN Exhibit D Building F and ...
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. Xxxxxxxx X XXXXXXX X-0 TO WORK LETTER The Campus @ 0000 Xxxxx Landlord’s Warm Shell 8-Story Base Building & Core (Restrooms, Stairwells, HVAC, Elevators, Electrical/MPOE)
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. 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 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 herein to the contrary, the Purchaser shall be entitled to offset, against any consideration otherwise payable to the Seller pursuant to Article 2.1, any amount which the Management Shareholder, Seller or Operator may owe to the Purchaser, provided that the amount to be offset shall be agreed upon by both parties, or if the parties cannot so agree, the amount determined based on the arbitral award, as required pursuant to Article 12.2. Without limiting the generality of the foregoing, the Purchaser shall be entitled to reduce the cash payments otherwise payable to the Seller by an amount equal to the aggregate amount due and payable by the Seller or the Operator to the Purchaser.
Offset Right. If the SELLER does not timely discharge its indemnity responsibilities, any amounts, whether due or to become due, to SELLER shall be subject to offset by BUYER to the full extent of all costs, damages, liabilities and expenses against any outstanding payments to SELLER.
Offset Right. Any claims under this Article VIII may be satisfied by offsetting any obligation owed to such party.
