Common use of Rights of Offset Clause in Contracts

Rights of Offset. At NCM Inc.’s discretion, the amount of all or any portion of a payment payable by a Founding Member under the terms of this Agreement may be offset against such Founding Member’s distributions that would otherwise be received by such Founding Member from NCM LLC and against any payments owed to such Founding Member by NCM Inc. under this Agreement. At NCM LLC’s discretion, the amount of all or any portion of a payment payable by an ESA Party under the terms of this Agreement may be offset against such ESA Party’s Theatre Access Fee payments (and any Supplemental Theatre Access Fee payments) that would otherwise be made under the terms of such ESA Party’s Exhibitor Services Agreement.