Limited Right of Set-Off Clause Samples
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Limited Right of Set-Off. (a) The Parties agree and acknowledge that Tandy shall have the right in accordance with the terms of this Section 9.7 to set-off any Losses claimed by a ▇▇▇▇▇▇▇▇ Indemnitee pursuant to this Article IX or any payments by Tandy pursuant to and as required by the Tandy Remaining Royalty Obligation Guaranty against all or any portion of the Earn-Out Monthly Payments or the Earn-Out Amount which may be payable pursuant to this Agreement if and only if, and to the extent (in terms of dollars) that:
(i) ▇▇▇▇▇▇▇▇ has failed to make all or any portion of a Remaining Quarterly Royalty Obligation (a “Royalty Default”) when due (unless and except to the extent the amount thereof is disputed in good faith by ▇▇▇▇▇▇▇▇ in accordance with the terms of the Wrangler Mass License or the Wrangler Amendment and Assignment relating to the Wrangler Mass License) and Tandy has made a payment with respect thereto under the Tandy Remaining Royalty Obligation Guaranty, provided that written notice of such Royalty Default together with evidence of Tandy’s payment thereof is delivered to ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ has not reimbursed Tandy therefore within two (2) business days following the date of such notice;
(ii) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ have entered into a binding written agreement setting forth an agreed upon amount with respect to Losses to be paid by ▇▇▇▇▇▇▇▇ to Tandy pursuant to Article IX; or
(iii) a final, non-appealable judgment is entered against ▇▇▇▇▇▇▇▇ based on an order of a Court which has jurisdiction with respect to such matter pursuant to Section 11.8 which requires payment of Losses from ▇▇▇▇▇▇▇▇ to Tandy pursuant to a claim under Article IX.
(b) Tandy expressly agrees and acknowledges that it shall not be entitled to withhold from any Earn Out Payment any Losses or other amounts alleged to be due and owing based thereon, whether set forth in an indemnification notice or otherwise, other than with respect to Losses described in Section 9.7(a)(i), (ii) or (iii). If any portion of an Earn-Out Payment is withheld on the basis of an unresolved claim under Article IX or any other provision of this Agreement or any other instrument, agreement or document executed and delivered in connection herewith or based on a claim at common law, such withholding shall constitute an Earn-Out Default and ▇▇▇▇▇▇▇▇ shall have its rights and remedies with respect thereto as any other rights and remedies which may be available as a result thereof.
Limited Right of Set-Off. Except as expressly provided in Sections 4.4(c), 4.10 and 4.11, all royalties owed or paid to Palomar pursuant to this Section 4 shall be non-creditable and non-refundable and there shall be no right of set-off with respect thereto, provided that Cutera may credit any over-payment made by Cutera to Palomar hereunder (or under the Settlement Agreement as set forth therein) against future amounts owed Palomar hereunder but otherwise Palomar shall not be obligated to reimburse any such over-payment.
Limited Right of Set-Off. Subject to applicable law, each Holder of the Securities agrees, by subscribing, purchasing or otherwise acquiring any Security issued hereunder, that, if (a) the Company shall institute proceedings seeking adjudication of its bankruptcy or seeking reorganization under the Bankruptcy Act, the Civil Rehabilitation Act, the Corporate Reorganization Act, the Companies Act or any other similar applicable law of Japan, and as long as such proceedings shall have continued, or a decree or order by any court having jurisdiction shall have been issued adjudging the Company bankrupt or insolvent or approving a petition seeking reorganization under any such laws, and as long as such decree or order shall have continued undischarged or unstayed, or (b) the liabilities of the Company exceed, or may exceed, the Company’s assets, or the Company suspends, or may suspend, repayment of its obligations, the Holder of the Securities will not, and waives its rights to, exercise, claim or plead any right of set off, compensation or retention in respect of any amount owed to the Holder of the Securities by the Company arising under, or in connection with, the Securities of any series or this Subordinated Indenture.
Limited Right of Set-Off. Until the Conversion Date, any amounts on deposit in the Series 2012-1 Series Account which would otherwise be payable as principal, interest, fees or other amounts (whether payable pursuant to Section 303 or otherwise) to a Series 2012-1 Noteholder that is then classified as a Defaulting Noteholder, shall, in accordance with the written direction of the Issuer, be applied to fund to the Issuer any previously requested Series 2012-1 Advance in respect of which such Defaulting Noteholder has failed to fund its portion thereof as required by the terms of the Series 2012-1 Related Documents. Any payments, prepayments or other amounts paid or payable to a Defaulting Noteholder that are so applied shall be deemed paid to and redirected by such Defaulting Noteholder, and each Series 2012-1 Noteholder is hereby deemed to have irrevocably consented to this treatment.
Limited Right of Set-Off. Subject to applicable law, each Holder of the Securities agrees, by the acceptance of any interest in a Security, that, if (a) the Company shall institute proceedings seeking adjudication of its bankruptcy or seeking reorganization under the Bankruptcy Act, the Civil Rehabilitation Act, the Corporate Reorganization Act, the Companies Act or any other similar applicable law of Japan, and as long as such proceedings shall have continued, or a decree or order by any court having jurisdiction shall have been issued adjudging the Company bankrupt or insolvent or approving a petition seeking reorganization under any such laws, and as long as such decree or order shall have continued undischarged or unstayed, or (b) the liabilities of the Company exceed, or may exceed, the Company’s assets, or the Company suspends, or may suspend, repayment of its obligations, the Holder of the Securities will not, and waives its rights to, exercise, claim or plead any right of set off, compensation or retention in respect of any amount owed to the Holder of the Securities by the Company arising under, or in connection with, the Securities of any series or this Indenture.
Limited Right of Set-Off. Upon the mutual agreement of B▇▇▇▇ and Seller, B▇▇▇▇ may set off any amounts owed by Seller Parties against any payments otherwise due to Seller Parties under this Agreement. Except as mutually agreed, B▇▇▇▇ shall have no right to set off any sums claimed to be owed by the Seller Parties to Buyer against any payment due to the Seller pursuant to this Agreement or any Ancillary Agreement. Buyer’s prohibition against a set-off under this Section 9.13 shall not (i) preclude any other rights or remedies that may be available to the Buyer or any Buyer Indemnified Party, whether provided by law, equity, statute, any other agreement between the Parties or otherwise, or (ii) impact the procedures set forth in Section 2.10.
Limited Right of Set-Off. Except to the extent of the payments between the parties pursuant to Sections 3.5.2 and 7 of this Agreement, there shall be no right of set-off.
Limited Right of Set-Off. The provisions of Section 4.1 to the contrary notwithstanding, the Lessee shall have the right to set-off against Supplemental Rent and the Purchase Option Consideration an amount equal to any judgment for a liquidated sum of money entered against the Lessor in favor of the Lessee by a court of competent jurisdiction sitting in the Commonwealth of Virginia under a final, non-appealable order.
Limited Right of Set-Off. Purchaser and Guarantor hereby covenant and agree that except as otherwise expressly provided in this Section 2.06, each payment of the Transaction Consideration provided for in this Article II shall be paid and delivered to Seller when due and payable in accordance with the provisions of this Article II, and neither Purchaser nor Guarantor shall have any right to set off against any amounts due or to become due to Seller hereunder, any amounts that may become payable to Purchaser and/or Guarantor by Seller pursuant to any provision of the Transaction Documents, any provision of Applicable Law or otherwise; provided however, that notwithstanding the foregoing, Purchaser may set off against any unpaid payment of the Transaction Consideration due and payable to Seller hereunder any amounts due and payable to Purchaser by Seller which amounts (a) are not subject to dispute between Seller and Purchaser, or (b) have been determined to be due and payable pursuant to a final and nonappealable judgment of a court of competent jurisdiction or a final, nonappealable and binding arbitration award. ***.
Limited Right of Set-Off. The sole recourse of a Buyer Indemnified ------------------------- Party to satisfy Seller's liability under this Article 9 for indemnification --------- claims that are subject to the Indemnity Cap under Section 9.5(c), but not for -------------- indemnification claims not subject to the Indemnity Cap, will be for Buyer to set off the claim against payments due under the Convertible Note in accordance with this section. Buyer shall not set-off against payments due under the Convertible Note the amount of any liability of Seller to the Buyer Indemnified Parties, unless both of the following occur: (i) Seller's obligation to indemnify a Buyer Indemnified Party is finally determined by agreement of Buyer and Seller or by a court, the Arbitrators or other trier of fact in accordance with Section 12.4 and (ii) Buyer gives Seller at least ten (10) days prior ------------- written notice of its intent to exercise its set-off right. If at any time while the Convertible Note is outstanding any Buyer Indemnified Party makes a timely claim for indemnification by Seller pursuant to Section 9.2, Buyer may ----------- elect to make any payments due under the Convertible Note, after making such claim until a final non-appealable decision of a court, the Arbitrators or other trier of fact, to an escrow account (the "Escrow Account"). The parties will, -------------- within 10 days of Seller's receipt of the claim, select a mutually acceptable escrow agent for the Escrow Account. If the parties cannot agree on the choice of an escrow agent within such 10-day period, they will within a further 10-day period, select by lot a nationally recognized bank in Tampa, Florida (after excluding their respective regular banks) to serve as the escrow agent for the Escrow Account. The parties will enter into an escrow agreement providing, among other things, for the release of the funds in the Escrow Account in accordance with the parties' mutual agreement or direction of the court, the Arbitrators or other trier of fact pursuant to a final non-appealable order, and for standard indemnification of the escrow agent.