Set-off Contract Clauses (198)

Set-off. (a) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party ("X"), the other party ("Y") will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligatio...n) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 16. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 16 shall be effective to create a charge or other security interest. This Section 16 shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise). (b) Notwithstanding anything to the contrary in the foregoing, Dealer agrees not to set off or net amounts due from Counterparty with respect to any Transaction against amounts due from Dealer to Counterparty with respect to contracts or instruments that are not Equity Contracts. "Equity Contract" means any transaction or instrument that does not convey to Dealer rights, or the ability to assert claims, that are senior to the rights and claims of common stockholders in the event of Counterparty's bankruptcy and would be classified as equity according to generally accepted accounting principles in the United States. View More

Set-off. The Participant hereby acknowledges and agrees, without limiting rights of the Company or any Affiliate thereof otherwise available at law or in equity, that, to the extent permitted by law, the number of Shares due to the Participant under this RSU Award Agreement may be reduced by, and set-off against, any or all amounts or other consideration payable by the Participant to the Company or any of its Affiliates under any other agreement or arrangement between the Participant and the Company or a...ny of its Affiliates; provided that any such set-off does not result in a penalty under Section 409A of the Code. View More

Set-off. Each party waives any and all rights it may have to set-off delivery or payment obligations it owes to the other party under any Transaction against any delivery or payment obligations owed to it by the other party, whether arising under the Agreement, under any other agreement between parties hereto, by operation of law or otherwise. 31 17. Staggered Settlement. Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Counterparty, satisfy its obligation to deliver any Sh...ares or other securities on any date due (an "Original Delivery Date") by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date. View More

Set-off. Notwithstanding Section 6(f) of the Agreement, Dealer agrees not to set off or net amounts due from Counterparty with respect to any Transaction against amounts due from Dealer to Counterparty with respect to contracts or instruments that are not Equity Contracts. "Equity Contract" means any transaction or instrument that does not convey to Dealer rights, or the ability to assert claims, that are senior to the rights and claims of common stockholders in the event of Counterparty's bankruptcy.

Set-off. If at the time of termination of Executive's employment for any reason, Executive has any outstanding obligations to the Company, Executive acknowledges that the Company is authorized to deduct from Executive's final paycheck and the Separation Payment any then documented amounts owed to the Company.

Set-off. The Company shall have the right to set-off any amounts payable by the Executive to the Company against any Base Salary or other payments by the Company to the Executive pursuant to this Agreement; provided, however, that if and to the extent required to comply with Section 409A of the Code, the Company may not set-off any amount payable to the Executive that is deferred compensation subject to Section 409A unless the amount payable by the Executive was incurred in the ordinary course of the ser...vice relationship between the Executive and the Company, the entire amount being set-off in any taxable year of the Company does not exceed $5,000, and the set off is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Executive (and/or such other requirements are met so as to avoid any violation of Section 409A of the Code as a result of the set-off). View More

Set-off. If a payment has not been made by either the Borrower or any Subsidiary Guarantor when due hereunder or the Note, the Lender and each of its affiliates is authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by 9 the Lender or any of its affiliates to or for the Borrower's or any Subsidiary Guarantor's credi...t or account against any and all of the Obligations, irrespective of whether the Lender has made demand under this Agreement or the Note and although such Obligations may be un-matured. The Lender's rights under this Section are in addition to other rights and remedies (including without limitation, other rights of set-off) which the Lender may have. View More