Offset of Final Price Clause Samples

Offset of Final Price. Any Purchaser may offset the Final Price of an Affected Interest (or any advance payment under the preceding paragraph) by any debts due from the Transferring Holder to the Purchaser or the Company, including without limitation any actual damages (not including any consequential or punitive damages) due to (i) an Event of Default with respect to the Transferring Holder, (ii) a Transfer or attempted Transfer in violation of this Agreement, or (iii) the withdrawal of the Transferring Holder as a Member (for any reason other than the death or disability of an individual) in violation of Section 5.4, and to the extent that such debts are due the Company and it is not the Purchaser, such offset shall be treated as a reduction of the Final Price. Any such offset may, at the election of the Purchaser, be used first to reduce amounts due at any closing under subsection (a) above, second to reduce any amount due at the closing under the following paragraph (c), and then to reduce the first payments due on any promissory note delivered under paragraph (d) below.
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Offset of Final Price. Any Purchaser may offset the Final Price of an Affected Interest (or any advance payment under the preceding paragraph) by the amounts of (i) any debts owed such Purchaser by the Transferring Holder, and (ii) if applicable, any damages described in Section 5.4; and such offset may be used first to reduce amounts due at any closing under subsection (a) above, second to reduce any amount due at the closing under the following paragraph (c), and then to reduce the first payments due on any promissory note delivered under paragraph (d) below.
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Related to Offset of Final Price

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.

  • Indemnity Limitation for TIPS Sales Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.

  • Intent to Limit Charges to Maximum Lawful Rate In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

  • Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, Engine and Special Features) as calculated pursuant to Exhibit D.

  • Minimum Revenue Borrower and its Subsidiaries shall have Revenue from sales, marketing or distribution of the Product and related services (for each respective measured period, the “Minimum Required Revenue”): (a) during the twenty-four month period beginning on January 1, 2015, of at least $45,000,000; (b) during the twenty-four month period beginning on January 1, 2016, of at least $80,000,000; (c) during the twenty-four month period beginning on January 1, 2017, of at least $110,000,000; and (d) during the twenty-four month period beginning on January 1, 2018, of at least $120,000,000; and (e) during the twenty-four month period beginning on January 1, 2019, of at least $120,000,000.