Set Off and Pro Rata Sharing Sample Clauses

The Set-Off and Pro Rata Sharing clause allows parties to offset mutual debts and ensures that payments or recoveries are distributed proportionally among all relevant creditors. In practice, if one party owes money to another but is also owed money in return, the amounts can be netted against each other, reducing the need for separate payments. Additionally, if a payment is made to one creditor, this clause ensures that all creditors in a similar position receive their fair share based on their respective entitlements. The core function of this clause is to promote fairness and efficiency in financial settlements, preventing any one party from receiving preferential treatment and simplifying the process of settling mutual obligations.
Set Off and Pro Rata Sharing. 22.1 Set-off
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Set Off and Pro Rata Sharing. 19.1 SET-OFF Following an Event of Default, any Lender (including, for the avoidance of doubt, a Lender under a Designated Facility) may at the same time as providing notice to the Borrower or the Guarantor combine, consolidate or merge all or any of a Borrower's or the Guarantor's accounts with, and liabilities to, that Lender and may set off or transfer any sum standing to the credit of any such accounts in or towards satisfaction of any of the Borrower's or the Guarantor's, as the case may be, liabilities to that Lender under the Financing Documents, and may do so notwithstanding that the balances on such accounts and the liabilities may not be expressed in the same currency and each Lender is hereby authorised to effect any necessary conversions at the Lender's own rate of exchange then prevailing.
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Set Off and Pro Rata Sharing. 19.1 SET-OFF Following an Event of Default, any Finance Party may without notice to the Borrower combine, consolidate or merge all or any of the Obligors' accounts with, and liabilities to, that Finance Party and may set off or transfer any sum standing to the credit of any such accounts in or towards satisfaction of any such Obligor's liabilities to that Finance Party under the Financing Documents, and may do so notwithstanding that the balances on such accounts and the liabilities may not be expressed in the same currency and each Finance Party is hereby authorised to effect any necessary conversions at the Finance Party's own rate of exchange then prevailing. 19.2 PRO RATA SHARING Subject to Clause 19.4 (EXCEPTIONS), if a Finance Party (the "RECIPIENT FINANCE PARTY") receives or recovers in respect of the Facility any amount (a "REALISED AMOUNT") (other than from the Facility Agent in accordance with this Agreement) in respect of sums due from an Obligor under the Financing Documents under such Facility (whether by set-off or otherwise) it shall promptly notify the Facility Agent of such amount and of the Facility under which such amount is received or recovered and: 19.2.1 the Facility Agent shall, as soon as practicable, determine and notify the Recipient Finance Party of the portion (the "NOTIFIED PORTION") of the Realised Amount which the Banks would have been entitled to had such Realised Amount been received by the Facility Agent as a payment from a Borrower under the Facility; 19.2.2 the Recipient Finance Party shall promptly pay the Notified Portion of the Realised Amount to the Facility Agent who shall treat such amount as if it were a payment received under Clause 11 (PAYMENTS) and the Facility Agent will distribute such payment to the concerned Banks, in accordance with this Agreement (but after taking account of the Recipient Finance Party's retained amount and any disentitlement to distributions under sub-clause 19.4.2 of Clause 19.4 (EXCEPTIONS)); 19.2.3 as between the relevant Obligor and the Recipient Finance Party the Notified Portion shall be treated as not having been paid but the obligations of such Obligor to the Banks, as applicable, shall be discharged to the extent of the related distribution made under sub-clause 19.4.2 of Clause 19.4 (EXCEPTIONS). 19.3 CLAWBACK If all or any portion of a Realised Amount becomes repayable and is repaid by such Recipient Finance Party (whether pursuant to a court order following a winding up of a...
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Set Off and Pro Rata Sharing 
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Related to Set Off and Pro Rata Sharing

  • Pro Rata Sharing 63 32. Severability.........................................................64 33. Counterparts.........................................................64 34. Notices..............................................................64 35. Language.............................................................66 36. Jurisdiction.........................................................66 37.

  • Ratable Sharing Lenders hereby agree among themselves that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off, consolidation or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under any Insolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it in accordance herewith.

  • Pro Rata Shares All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

  • Pro Rata Share A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

  • Tenant’s Pro Rata Share For the period commencing with the Expansion Effective Date and ending on the Termination Date, Tenant’s Pro Rata Share for the Expansion Space is one point one five percent (1.15%).