Offset Right Sample Clauses

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. 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 to the contrary contained herein, the SPE Shareholders shall have the right to off-set, on a pro rata basis, the amount of any unrecouped claim for Losses the SPE Shareholders or any of their Indemnified Parties may have pursuant to the provisions of this Section 7 or pursuant to Article X of the Share Purchase and Subscription Agreement against any amounts due and payable by them to the Non-SPE Shareholders, including in respect of the Call Price, if (a) a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses, or (b) if the SPE Shareholders notify the Non-SPE Shareholders’ Representative of any Losses that are not subject to any Adjudicated Decision (by written notice including reasonable details and supporting documentation concerning the grounds for the Losses), in which case the SPE Shareholders shall be entitled to deduct the amount of such Losses from such amounts due and payable to the Non-SPE shareholders prior to the payment thereof to the Non-SPE Shareholders hereunder and deposit such amount in an interest bearing escrow account. The escrow account shall be established with Citibank, or other bank designated by the SPE Shareholders, to be held until such time as a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses or pursuant to a mutual settlement agreement of the Parties, at which time the funds in the escrow account shall be distributed in accordance with the Adjudicated Decision or the mutual settlement agreement, as applicable. In addition, the SPE Shareholders shall be entitled to receive, and the Non-SPE shareholders shall direct that the Company shall pay on a pro rata basis to the SPE Shareholders or the escrow agent, as applicable, any such unrecouped claim for Losses on the same basis as set forth above, and the Non-SPE Shareholders shall be deemed to waive their rights to such dividends. Any such off-set or payment direction shall be made in good faith and only if the SPE Shareholders have delivered to the Non-SPE Shareholders a reasonably detailed notice of the basis for such off-set or payment direction, at least three Business Days prior to the due date for payment of such amount. The Non-SPE Shareholders agree and confirm that they shall take all steps as are required under applicable Law to effectuate the offset right of the SPE Shareholders and the Indemnified Parties as set out in ...

Offset Right. Notwithstanding anything to the contrary contained herein, if Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice ("Payment Notice") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s reasons that Landlord 788287.02/WLA 375755-00007/7-26-18/mjh/ejw EXHIBIT B -3- C▇▇▇▇▇▇ HIGHLINE 1173, 1167 & 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Roku, Inc. believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord ("Refusal Notice"), Tenant shall be entitled to offset the amount so funded, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant to a final, non-appealable order issued by a court of competent jurisdiction.

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. 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.

Offset Right. If Landlord wrongfully fails to disburse any amount of the Tenant Improvement Allowance owing to Tenant pursuant to Section 2.2.2 above, then Tenant shall have the right to pay the Contractor, the Architect and other consultants, as the case may be, directly, in which event Landlord shall reimburse Tenant for the amount so paid within five (5) business days after Tenant’s submission to Landlord of receipted invoices therefor (accompanied by reasonable supporting documentation). If Landlord fails to reimburse Tenant within such five (5) business day period, then Tenant may withhold from future Rentals due under the Lease the sum owed Tenant, until Tenant is reimbursed in full for the sum plus interest at the Interest Rate. Notwithstanding the foregoing, Tenant shall deliver notice to Landlord (and any Security Holder of which Tenant has been given notice) a written notice of Tenant’s intent to pay the Contractor, the Architect or other consultants, as the case may be, directly as provided above at least ten (10) business days prior to making any such payment (which notice shall describe the basis on which Tenant asserts that Landlord has wrongfully failed to disburse such amount), and Landlord may deliver to Tenant a good faith written objection before the expiration of such ten (10) business day notice period, (a) setting forth with reasonable particularity Landlord’s reasons for its claim that Landlord is not required to make the disbursement of the Tenant Improvement Allowance and (b) submitting the dispute to binding arbitration in accordance with Paragraph 34 of the Lease. If and to the extent Landlord property objects and submits the dispute to arbitration in accordance with the preceding sentence, then Tenant shall not exercise such rights unless and until the Arbitrator (as defined in Paragraph 34.2 of the Lease) determines that Tenant has the right to exercise such rights.

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. Trega and its successors and assigns shall be entitled to recover (the "OFFSET RIGHT") against the Escrow Shares (including, without limitation, any shares issued or issuable as Escrow Shares upon the exercise of any Trega Substitute Option pursuant to the provisions of SCHEDULE 2 hereto) any and all losses, liabilities, taxes, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses incurred in the investigation, defense or settlement of any claims (collectively, "DAMAGES"), which Trega or the Surviving Corporation may suffer or incur (including, without limitation, as a result of a decrease in or adverse effect upon the value of Trega's investment or ownership interest in the Surviving Corporation) to the extent of and by reason of the inaccuracy or breach of any of the representations, warranties, covenants or agreements of NaviCyte contained in this Agreement or any documents, certificates or agreements delivered pursuant hereto; provided, however, that (i) no Damages shall be recognized for purposes of the Offset Right unless and until total Damages exceed $30,000.00 (at which point all Damages shall be recognized) and (ii) Damages shall be calculated less the amount of any actual tax benefits or insurance proceeds received by Trega (discounted for any insurance premiums paid and any delay in receipt or realization of benefits or proceeds by Trega) as a result of any loss for which the Offset Right is asserted. Notwithstanding their issuance and delivery into the Escrow Account, (i) the Escrow Shares shall be and remain subject to the Offset Right for the benefit of Trega as provided in this Section 6 and (ii) the NaviCyte Securityholders shall have no ability or entitlement whatsoever to transfer any Escrow Shares or any interest therein (including, without limitation, to pledge any Escrow Shares or to grant an interest in any expectation with respect to the Escrow Shares) unless and until such Escrow Shares are distributed to the NaviCyte Securityholders as provided in Section 1 of this Agreement, SCHEDULE 1 hereto and the Escrow Agreement. Without limiting the other provisions of this Agreement or the Escrow Agreement, the NaviCyte Securityholders shall be deemed to have granted to Trega a first-lien security interest in the Escrow Shares as collateral for the recovery by Trega of any and all Damages pursuant to the Offset Right as provided in this Sectio...