Buyer's Right of Offset. Anything in this Agreement to the ----------------------- contrary notwithstanding, Buyer may withhold and set off any amount as to which Sellers are obligated to indemnify Buyer pursuant to this Section 10.3 against (i) the portion of the Holdback Amount allocable to the resolution of Sellers' indemnification obligations under this Section 10.3 and (ii) any other amounts otherwise due Sellers or Seller Stockholder.
Buyer's Right of Offset. Buyers shall have the right to offset ----------------------- any unpaid indemnification obligations of Seller hereunder against any amount due to Seller as Contingent Purchase Price.
Buyer's Right of Offset. Without limiting any other rights and notwithstanding anything to the contrary set forth herein, any amounts due to the Buyer (or its directors, officers, employees, affiliates, successors or assigns) pursuant to Section 5.1 above may be offset by Buyer against any unpaid balance of the purchase price (whether cash or stock) due to Seller pursuant to Section 1.1 of this Agreement.
Buyer's Right of Offset. Anything in this Agreement to the contrary notwithstanding, Buyer may withhold and set off any amount as to which Seller is obligated to indemnify Buyer pursuant to Section 9.4 herein, against any Earnout Shares that have not been delivered to Seller. In order to exercise its rights under this Section 9.4.5, Buyer must deliver written notice of such exercise (a "Set-Off Notice") to Seller setting out in reasonable detail the grounds on which Buyer is claiming such set-off, including (i) the factual basis of Buyer's claim against Seller, (ii) the provisions of this Agreement, if any, to which such claim applies or in respect of which such claim is made, and (iii) Buyer's reasonable estimate of the dollar value of such claim, if such an estimate is determinable. Buyer and Seller will meet or correspond as soon as reasonably practicable after delivery by Buyer of a Set-Off Notice and will use reasonable efforts to negotiate a settlement or other resolution of Buyer's claim. If Buyer and Seller are unable to resolve Buyer's claim, the Parties will use reasonable efforts to negotiate an agreed-upon Set-Off amount. If Buyer and Seller are unable to determine the Set-Off amount within thirty (30) days after delivery to Seller of the applicable Set-Off Notice, Buyer may proceed to set off any amounts determined by Buyer in good faith. For purposes of determining the number of shares that Buyer may set-off in connection with its rights pursuant to this Section 9.4.5, the value of the Earnout Shares shall be based on the average reported closing price of Buyer's common stock on the Nasdaq National Market, or such other national securities exchange as applicable, as reflected in the Western Edition of the Wall Street Journal for the fifteen (15) trading days immediately preceding, but not including, the date of the Set-Off Notice.
Buyer's Right of Offset. Subject to the terms and conditions set forth in Section 4.5, in the event that Seller fails to make any payment for indemnification as required of Seller under Section 4.2 or Section 4.4 within ten days following Buyer’s written notice of demand for payment, Buyer shall be entitled to offset the amount of such payment against amounts owing under the Promissory Note.
Buyer's Right of Offset. In addition to any other report or ----------------------- remedy available to Buyer, Buyer may withhold and set off any amount as to which Sellers are obligated to indemnify Buyer pursuant to this Article X against the --------- Escrow and the Short-Term Holdback Amount.
Buyer's Right of Offset. Buyer may offset the amount of any Damages first against the Holdback Amount and then against the amount of any Contingent Payment; provided that at the first anniversary of the Closing, the Secretary (pursuant to the provisions of Section 1.5) will release to Sellers the lesser of (i) the full Holdback Amount, or (ii) that portion of the Holdback Amount having a value (based on the fair value of the Buyer Shares on such first anniversary) in excess of the full aggregate amount of Damages for which Sellers could be liable under Section 7.2 with respect to all then unresolved indemnity claims made by Buyer prior to such first anniversary (with any retained portion of the Holdback Amount being released to Sellers or Buyer thereafter as such claims are resolved, as set forth in Section 1.5).
Buyer's Right of Offset. Anything in this Agreement to the contrary notwithstanding, with respect to any amount Buyer is obligated to pay because of a breach of Seller of any provision of the Article 3, Buyer may withhold and set off against any amount not yet paid, but no greater than the amount scheduled in Article 2. Anything in this Agreement to the contrary notwithstanding, in no event shall Seller be liable to Buyer for any amount in excess of the amount Buyer is obligated to pay Seller pursuant to Article 2, and Buyer's remedy for any claim against Seller pursuant to this Agreement shall be limited to Buyer's right of offset as provided in this Section 5.2.
Buyer's Right of Offset. SOLE RECOURSE AGAINST SELLER/GLOBE. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, Buyer and each other member of the Buyer Indemnified Group shall have, as their sole and exclusive recourse for Losses against Seller and Globe, the right to (i) offset Losses against the Holdback Cash and the Escrowed Shares pursuant to the Holdback Escrow Agreement; (ii) to require payment of the Share Value Deficit as provided in Section 3.2(d); and (iii) to require payment arising in connection with any adjustment under Section 3.3 or Section 3.4 hereof. The foregoing shall not constitute a limitation on or prevent Buyer from exercising any rights as against any Seller Management or for intentional fraud.
Buyer's Right of Offset. Buyer shall have the right to offset, in whole or in part, against the payments to be made by Buyer to Seller or the Shareholders under Sections 3.02(b)(i) and 3.02(b)(ii) 37 Asset Purchase Agreement -- 33 of this Agreement (i) the Agreed Amount of any Losses incurred by Buyer; and (ii) any Contested Amount, PROVIDED that such Contested Amount shall in all events be paid by Buyer into a segregated interest bearing escrow account pursuant to the terms of a mutually acceptable escrow agreement with a mutually acceptable third party escrow agent pending a resolution with respect to such Contested Amount pursuant to Section 10.12 of this Agreement. Such escrow agreement shall provide that the escrow agent shall pay the Contested Amount, together with interest thereon, in accordance with the arbitrator's award. Pending selection of a third party escrow agent and the entering into of a mutually acceptable escrow agreement, Buyer shall satisfy its obligations to make payment in respect of such offset under this Section 9.05 by paying such Contested Amount into a segregated interest bearing account.
