BUYER OFFSETS Sample Clauses

BUYER OFFSETS. After taking into account any reduction to the Earnout required under paragraph (c) above, and subject to any offset against the Earnout provided under Section 7.8 hereof, the Earnout associated with any Earnout Period shall then be allocated as follows:
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BUYER OFFSETS. The last sentence of Section 6.1 is modified to read as follows: Upon written notice to Seller, Buyer may withhold from and offset against any amounts payable to Seller hereunder, any amounts payable by Seller to Buyer under this Agreement or under any other agreement between Buyer and Seller or Seller's affiliates other than affiliates of Duke Energy Corporation not included in the Holding Company provided for in the Contribution Agreement between Philxxxx xxx Duke Xxxrgy Corporation, et al. dated as of December 16, 1999.
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Related to BUYER OFFSETS

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Buyer Buyer represents and warrants to Seller as follows:

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

  • Deliveries by Buyer at Closing At the Closing, Buyer shall deliver to Seller:

  • Buyer Deliveries At the Closing the Buyer shall deliver to the Company the Purchase Price.

  • Indemnity by Buyer Buyer hereby agrees to indemnify and hold harmless Sellers and the Company, any and all of their respective officers, directors, managers, members, agents and other Affiliates (the “Seller Parties”) from and against any Losses which may be made or brought against the Seller Parties or which the Seller Parties may suffer or incur as a result of, in respect of or arising out of:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:

  • Seller Deliveries At the Closing, Seller shall deliver to Purchaser:

  • Deliveries by Seller at Closing At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

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