RIGHTS TO SET OFF Clause Samples

RIGHTS TO SET OFF. Each Party shall be entitled to set-off against any amounts owing by it to the other Party under this Agreement any undisputed amounts owing by the other Party to it under this Agreement.

RIGHTS TO SET OFF. Borrower hereby waives any and all rights ----------------- Borrower may have to withhold or set-off against any amount due from or payable by Lender for any claim or payment to which Borrower may be entitled under the Merger Agreement. In the event that the Borrower has a claim for payment against Lender or any Affiliate of Lender, Lender, in its sole discretion, shall have the right to pay such claim by forgiving or canceling, in part or in whole, the outstanding principal amount, accrued interest and any fees due and payable to Lender under this Agreement and the Note.

RIGHTS TO SET OFF. (a) The Holder hereby agrees that the Maker shall have the right to a set-off and shall receive a credit against the principal and interest payable under this Note in the amount of any damage, loss, liability, cost or expense for which the Maker is then entitled to indemnification pursuant to the terms and conditions of Article 9 of the Purchase Agreement. This right of set-off shall be exercisable in the manner set forth in and shall be subject to the terms and conditions of the Purchase Agreement. Any exercise of the set-off right provided for in this Section 7(a) or Article 9 of the Purchase Agreement shall for all purposes be treated as a prepayment under Section 4 of this Note, and in no event shall such exercise be considered an Event of Default under this Note. (b) With respect to any right of set-off described in Section 7(a) which is disputed as to liability or amount at a time when any payment of principal or interest is required under this Note, the amount by which the Maker has reduced the amount due under the Note shall be placed into an interest-bearing escrow account no later than the date upon which such payment under the Note is due, pursuant to an escrow agreement reasonably acceptable to the Holder and the Maker.

RIGHTS TO SET OFF. If you owe us any amount, you give us a security interest in your BFF Prime Account. You also give us the right, to the extent not prohibited by law, to set off against your funds to pay the amount owed to us. You agree that the security interest you have given us is consensual and is in addition to our right to set off. If we exercise our right to set off, we will notify you to the extent required by law.

RIGHTS TO SET OFF. In addition to all other rights and remedies that Buyer and the Buyer Group may have under this Agreement, Buyer and the Buyer Group shall have the right to set-off against any amounts owed to any Seller Party pursuant to this Agreement or the TSA any sums for which it is finally determined that (i) any of the Buyer Group is entitled to indemnification under this Section 8, subject to the limitations set forth in this Section 8 or (ii) Buyer is entitled to under Section 2.6.5.

RIGHTS TO SET OFF. In addition to all other rights and remedies that Buyer and the Buyer Parties may have under this Agreement, upon notice to the Seller Representative specifying in reasonable detail the basis therefor, Buyer and the Buyer Parties shall have the right (but not the obligation) to setoff any amount to which they may be entitled under this Article V against amounts otherwise payable by Buyer or the Buyer Parties either hereunder or otherwise to any Seller, including against any or all of (i) the assets held in escrow under Section 2.4(b), or (ii) the Convertible Note (after such time that it is released from escrow). Neither the exercise of nor the failure to exercise such right of setoff will constitute an election of remedies or limit Buyer or the Buyer Parties in any manner in the enforcement of any other remedies that may be available to Buyer or the Buyer Parties. The exercise of such right of setoff by Buyer or the Buyer Parties, whether or not ultimately determined to be justified, shall not constitute a breach of this Agreement or any other Ancillary Document although the determination by a court of competent jurisdiction or mutual written agreement of the parties that a setoff was not justified shall obligate the Buyer Parties to immediately repay or return, as applicable, the amount that was setoff.

RIGHTS TO SET OFF. Notwithstanding anything to the contrary in this Agreement, (a) Bentley shall have the right to set-off against the remaining unpaid Consideration (including, for such purposes, a reduction in the principal and interest due on the Note which shall be applied first to accrued and unpaid interest and then to unpaid principal)