RESERVE AND OFFSET Sample Clauses

RESERVE AND OFFSET. In the event of any (i) actual or threatened Breach of any representation or warranty made in Section 4.11 of this Agreement or in the Inventor Agreement, (ii) actual or threatened Tax Liability of the Purchaser, the Company or Merger Sub arising out of or resulting from the failure of the Merger to qualify as a "reorganization" within the meaning of Section 368(a) of the Code, (iii) Breach by the Company of the covenant to pay all Company Liabilities (including any Transactional Expenses) on or prior to Closing as set forth in Section 6.5 notwithstanding any waiver of the condition related thereto set forth in Section 8.15, or (iv) reimbursement or indemnity obligation of the Company pursuant to the Escrow Agreement which is not satisfied in full on or prior to the Closing, the Purchaser shall be entitled to withhold from any cash and stock otherwise payable under Section 3.1(b)(ii) an amount equal to the Purchaser's reasonable estimate of Damages (including, for this purpose, Taxes of the Company and Merger Sub) arising out of, related to or in connection with each such threatened Breach, Tax Liability or Company reimbursement or indemnity obligation (the "Reserve"), against which the Purchaser may offset and retain an amount (such amount, the "Offset") equal to (A) all of such Damages in respect of each such Breach or Company reimbursement or indemnity obligation or (B) fifty percent (50%) of such Damages in respect of each such Tax Liability. In the event that the amount the Purchaser would be entitled to retain as an Offset is less than the applicable Reserve, then the Reserve shall automatically be increased to an amount equal to such Offset.
View Source

Related to RESERVE AND OFFSET

  • Mitigation and Offset Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking employment or otherwise, nor to offset the amount of any payment provided for in this Agreement by amounts earned as a result of Executive's employment or self-employment during the period he is entitled to such payment.

  • Security and Offset Issuer hereby grants to NCPS and the Indemnified Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and NCPS and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (to the extent of Issuer’s rights thereto.) If for any reason the Escrow Funds available to NCPS and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer shall promptly pay such amounts to NCPS and the Indemnified Parties upon receipt of an itemized invoice.

  • Stand Off Agreement Optionee agrees that, in connection with any registration of the Company’s securities under the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company’s securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for a period of up to one year following the effective date of registration of such offering.

  • Market Stand-Off Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable laws) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12.

  • Director and Officer Liability Insurance The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.