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Biblioteca de Cláusulas

Set-Off Exemplos de Cláusulas

A contractual provision allowing a party to reduce amounts owed by offsetting them against amounts owed by the other party.

21 exemplosFonte: SEC EDGAR

Set-Off Clause Overview

A set-off (or offset) clause lets a party reduce what it owes the other party by deducting amounts the other party independently owes it, instead of paying in full and separately chasing repayment.

It's common in lending, services, and ongoing supply relationships where both parties may owe each other money at different points, and one side wants to avoid the cost and risk of collecting a debt from a counterparty that may be unable or unwilling to pay.

Check whether the right is mutual or one-sided, whether it requires notice before exercising it, and whether it's limited to related debts under the same agreement or extends to unrelated obligations between the parties.

Amostras de Cláusulas - Set-Off

ALPHACENTRIC PRIME MERIDIAN INCOME FUNDFinancial Institution Crime Policy2021-01-22DE
Any loss covered under Insuring Agreement 1. will be reduced by a set-off consisting of any amounts owed by you to the "employee" causing the loss.
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ALLEGRO MICROSYSTEMS, INC.Term Loan Credit Agreement
If an Event of Default occurs and is continuing, each Lender and its affiliates are authorized to set off any deposits or obligations owed to them by the Borrower or any other Loan Party against the obligations of the Borrower or such Loan Party under this agreement, without notice to any Loan Party or other Person, to the fullest extent permitted by applicable law. Any amounts set off shall be paid to the Administrative Agent for further application, and the Defaulting Lender shall provide a statement describing the obligations owed to it as to which it exercised the right of setoff.
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CALIBER HOME LOANS, INC.Master Repurchase Agreement2020-10-07DEFinance Services
If an Event of Default has occurred, Buyer has the right to set-off and apply any amounts due and payable by Seller or Guarantor against any deposits, credits, indebtedness, or claims held by Buyer or its affiliates. Buyer agrees to promptly notify Seller and Guarantor after any set-off and application. Buyer may also retain, suspend payment or performance, or decline to remit any amount or property due to Seller or Guarantor if an Event of Default has occurred.
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CALIBER HOME LOANS, INC.Master Repurchase Agreement2020-10-07DEFinance Services
In addition to any rights and remedies of Buyer hereunder and by law, Buyer shall have the right, without prior notice to Seller, any such notice being expressly waived by Seller to the extent permitted by applicable law, to set-off and appropriate and apply against any Obligation from Seller to Buyer any and all deposits (general or special
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CARDIVA MEDICAL, INC.Asset Purchase Agreement2021-01-04DESurgical & Medical Instruments & Apparatus
Any such set-off shall be without prejudice to the Seller's right to contest or object to the indemnification claim and/or the Claimed Amount pursuant to Article 8 of this Agreement.
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CLOUGH GLOBAL OPPORTUNITIES FUNDFidelity Bond2020-09-03DE
Any loss covered under this bond shall be reduced by a set-off consisting of any amount owed to the Employee causing the loss if such loss is covered under Insuring Agreement (A)
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EMERGING CTA PORTFOLIO LPISDA Master Agreements2017-08-10NYCommodity Contracts Brokers & Dealers
Any Early Termination Amount payable to one party (the "Payee") by the other party (the "Payer") will be reduced by its set-off against any other amounts ("Other Amounts") payable by the Payee to the Payer. The Non-defaulting Party or the Non-affected Party may exercise the option to set-off without prior notice to the Defaulting Party or the Affected Party. The set-off may be made in the currency in which the other amount is denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures, to purchase the relevant amount of such currency. X will give notice to the other party of any set-off effected under this Section 6(f).
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FLOWR CORPShare Purchase Agreement
Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Section 9.6 (Joint and Several Obligations), and without prejudice to any other right or remedy it has or may have, the Purchaser may set off or recoup any liability it owes to a Vendor or a Guarantor against any liability for which the Purch
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BLOOM ENERGY CORPEquity Capital Contribution Agreement2018-03-21DEElectrical Industrial Apparatus
Either Party made deduct or setoff from payments to the other Party under the Agreement any amounts: (1) for which the Party must reimburse the other Party, (2) which a Party pays on the other Party's behalf under the Agreement, or (3) which a Party owes to the other Party under this Agreement or the MESPA for damages for breach of this Agreement or the MESPA, in each case with respect only to amounts that are not in dispute between the Parties under any of the Transaction Documents.
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CANADA GOOSE HOLDINGS INC.Credit Agreement
The Secured Obligations will be paid by the Grantors without regard to any equities between the Grantors and the Collateral Agent and/or any Secured Party or any right of set-off or cross-claim. Any indebtedness owing by the Collateral Agent and/or any Secured Party to the Grantors may be set off and applied by the Collateral Agent against the Secured Obligations in accordance with the Credit Agreement.
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DIVIDEND CAPITAL TOTAL REALTY TRUST INC.Amended and Restated Loan Agreement2018-01-19MDReal Estate Investment Trusts
In addition to any rights and remedies of Agent and Lender provided by this Agreement and by law, the Agent and Lender shall have the right, without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time
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ECMOHO LTDCredit Agreement
The Bank may, at any time and without notice, apply any credit balance to which the Guarantor is entitled on any account with the Bank in or towards satisfaction of the Guaranteed Monies. For this purpose, the Bank is authorised to purchase, at the Exchange Rate, such other currencies as may be necessary to effect such application with the monies standing to the credit of such account.
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EMERGING CTA PORTFOLIO LPISDA Master Agreements2017-08-10NYCommodity Contracts Brokers & Dealers
Any Early Termination Amount payable to one party (the "Payee") by the other party (the "Payer") will be reduced by its set-off against any other amounts ("Other Amounts") payable by the Payee to the Payer. The Non-defaulting Party or the Non-affected Party may exercise the option to set-off without prior notice to the Defaulting Party or the Affected Party. The set-off may be made in the currency in which the other amount is denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures, to purchase the relevant amount of such currency. X will give notice to the other party of any set-off effected under this Section 6(f).
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FLOWR CORPShare Purchase Agreement
Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Section 9.6 (Joint and Several Obligations), and without prejudice to any other right or remedy it has or may have, the Purchaser may set off or recoup any liability it owes to a Vendor or a Guarantor against any liability for which the Purch
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GFL ENVIRONMENTAL INC.Credit Agreement Amendment
Each Borrower shall make all payments hereunder regardless of any counterclaim, compensation or set-off.
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LIFE PARTNERS POSITION HOLDER TRUSTIndenture Agreement
Position Holder Trust shall have the right to set-off against any amounts owed to Servicer by it any amounts due from Servicer to it with respect to a finally determined Position Holder Trust Claim.
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LODGING FUND REIT III, INC.Annual Report (10-K)2020-03-25MDReal Estate Investment Trusts
Lender shall have the right to set-off and appropriate and apply against any amount due and payable by Borrower hereunder any and all deposits, credits, indebtedness or claims held or owing by Lender or any Affiliate thereof to or for the credit or the account of Borrower.
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MECHEL STEEL GROUP OAOSale and Purchase Agreement
In accordance with Article 411 of the Russian Civil Code, none of the Parties may effect any set-off (whether or not the relevant claims are based on the same grounds and whether or not they have become due and payable), deduction or withholding of any kind (including any present or future taxes, accruals, levies, withholdings or similar charges of any kind).
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OTTER TAIL CORPEngineering, Procurement, and Construction Services Agreement2017-02-22MNElectric Services
Notwithstanding anything to the contrary in this Agreement, either Party may at any time deduct and set-off (including a draw on any security held by either Party) against any part of the balance due or to become due to the other Party under this Agreement, including any Delay Liquidated Damages due or accrued but not paid by Contractor to Owner hereunder and any other amounts payable by Contractor to Owner hereunder that are not subject to an unresolved dispute.
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PAPA MURPHY'S HOLDINGS, INC.Amended and Restated Credit Agreement
If an Event of Default occurs and is continuing, the Revolving Lenders are authorized to set off and apply any deposit held for any Loan Party against any amount due and payable by any Loan Party under the Loan Documents.
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PLURISTEM THERAPEUTICS INCGuarantee Agreement2020-11-05NVBiological Products, (No Diagnostic Substances)
The [Guarantor] agrees that the Bank may at any time and without notice to the [Guarantor] set off any liability of the [Guarantor] to the Bank against any liability of the Bank to the [Guarantor], whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Guarantee Agreement. The rights of the Bank under this clause are in addition to any other rights and remedies (including other rights of set-off) that the Bank may have.
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Todos os exemplos de cláusulas são provenientes de registros públicos do SEC EDGAR. Estas cláusulas são fornecidas apenas para fins educacionais e de referência e não constituem aconselhamento jurídico. Sempre consulte um advogado qualificado antes de usar qualquer cláusula em seus contratos.

Perguntas Frequentes

O que é a cláusula Set-Off?
A contractual provision allowing a party to reduce amounts owed by offsetting them against amounts owed by the other party.
Quando é que um contrato incluiria a cláusula Set-Off?
As partes normalmente adicionam uma cláusula como esta quando a questão subjacente é suficientemente importante para que queiram que o próprio acordo estabeleça uma posição clara e negociada, em vez de a deixar à interpretação, ao costume da indústria ou a qualquer regra padrão que de outra forma se aplicaria. A especificidade da redação geralmente reflete o quanto este ponto foi importante na negociação.
O que devo observar ao analisar a cláusula Set-Off?
A redação para este tipo de cláusula varia muito entre contratos, escopo, condições de acionamento, exceções e quaisquer termos definidos relacionados são frequentemente muito negociados. Ao revisar uma, compare-a com suas próprias prioridades, em vez de assumir que uma versão padrão ou "de mercado" se aplica, e verifique como ela interage com outras cláusulas no mesmo acordo.
Esta cláusula é legalmente exigida e posso simplesmente copiar um exemplo para o meu contrato?
Se uma cláusula como esta é necessária e exatamente como deve ser redigida, depende do contrato, da indústria e das leis que se aplicam a esse acordo específico. Os exemplos nesta página são para educação geral e referência, não para aconselhamento jurídico, portanto, para um contrato que você pretende assinar, peça a um advogado qualificado para revisar a linguagem específica.

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