Buyer's Right of Offset. Anything in this Agreement to the ----------------------- contrary notwithstanding, Buyer may withhold and set off against any other amounts otherwise due Seller any amount as to which Seller is obligated to indemnify Buyer pursuant to any provision of this Section 10.3.
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. 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. Notwithstanding any other provision in this Agreement, Buyer may, in good faith, withhold and set off against any amounts due to a Seller Party or any Affiliate thereof that amount as to which any Seller Party is obligated to indemnify Buyer. If Buyer believes in good faith that it has a claim against the Seller Parties, Buyer may defer making payment of amounts otherwise due to the Seller Parties, up to the amount of Buyer’s claim, until the resolution of such claim. Neither the exercise of nor the failure to exercise such right of set-off will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it.
Buyer's Right of Offset. Anything in this Agreement to the contrary notwithstanding, either party may withhold and set off against any other amounts otherwise due the other party, any amount as to which such party is obligated to indemnify the other pursuant to any provision of this Section 10.4.
Buyer's Right of Offset. In the event that a Seller fails to pay or otherwise discharge an indemnified obligation within the thirty (30) day time limit set forth in Article IX, and for any matter challenged pursuant to Section 10.3 after the final resolution of that dispute, Buyer shall have the right, subject to the Escrow Agreement, to offset the amount of any such indemnified obligation against the Escrow Amount (prorated between the Escrowed Acquirer Shares and the Escrowed Cash) or any other amounts which may be due to such Seller from Buyer; provided, however, Buyer shall not set-off any such amounts against any Sellers' salary, draw, bonus or other compensation. If the Escrow Amount is insufficient to discharge the indemnified obligations, Buyer may take any action or exercise any remedy available pursuant to applicable law or this Agreement to collect the indemnified obligations. The value of any Escrowed Acquirer Shares used to satisfy an indemnified obligation shall be determined by the greater of the Acquirer Stock Price or the closing price of the shares on the date of offset.
Buyer's Right of Offset. In addition to other remedies available to the Buyer at law or in equity, the Buyer shall have the right to offset any and all sums due from the Sellers to the Buyer pursuant to Section 8.1 hereof against future payments due from the Buyer to the Sellers under the Notes. As an absolute condition precedent, at least ten days prior to any such offset, the Buyer shall provide the Sellers with a written notice describing in reasonable detail the basis for such offset.
