Common use of Certain Set-Off Rights Clause in Contracts

Certain Set-Off Rights. At the Buyer's election, payments, if any, to be made by any of the Sellers under this (S) 8 shall be made by reducing, on a dollar-for-dollar basis, any unpaid balance of any of the Deferred Payments, by the amount of all or any portion of any Adverse Consequences the Buyer may suffer or incur. All such indemnification payments under this (S) 8 shall be deemed adjustments to the Purchase Price. Notwithstanding the foregoing, before any set-off rights may be exercised, the Buyer shall give written notice to the Agent Sellers of any claim for indemnification hereunder, specifying in reasonable detail the grounds for indemnification and the amount of the set-off, and the Agent Sellers may object to any such set-off by responding in writing within fifteen (15) days after receipt of the Buyer's notice. If the Agent Sellers fail to object within the fifteen (15)-day period specified, the Agent Sellers shall waive any right to object to the Buyer's right of indemnification hereunder or the amount of the set-off. If the Agent Sellers dispute either the Buyer's right to indemnification, or the amount of the set-off, or both, then Escrow Agent shall retain the amount of the set-off pending resolution of the dispute, and the Parties shall negotiate in good faith to resolve all issues in dispute. If, after a period of fifteen (15) days following the date on which the Agent Sellers give Buyer notice of its objection to Sellers indemnification hereunder, any such matter remains in dispute, then the Parties shall employ the dispute resolution procedures set forth in (S) 9 of this Agreement. Each Party agrees to make available to the other Party and the attorneys and accountants of the other Party, within a reasonable time after a request is made, all books and records which are reasonably required by the requesting Party to evaluate a claim for indemnification or objection hereunder.

Certain Set-Off Rights. At The Escrowed Shares and the Buyer's electionEscrowed Amount shall be placed in escrow at Closing pursuant to Section 2(c) above, paymentsfor the Escrow Period commencing on the Closing Date, if any, with an Escrow Agent to be made by any of the Sellers under this (S) 8 shall be made by reducing, on a dollar-for-dollar basis, any unpaid balance of any of the Deferred Payments, agreed upon by the amount Parties (the "Escrow Agent"). The Parties shall enter into an escrow agreement (the "Escrow Agreement") with the Escrow Agent containing terms consistent with the provisions of this Agreement. The Buyer shall have the option of recouping all or any portion part of any Adverse Consequences the Buyer it may suffer or incur. All such (in lieu of seeking any indemnification payments to which it is entitled under this Section 8) by notifying the Seller in writing of such Adverse Consequences (Sthe "Set-Off Claim") 8 shall be deemed adjustments to the Purchase Price. Notwithstanding the foregoing, before any set-off rights may be exercised, the Buyer shall give written notice to the Agent Sellers of any claim for indemnification hereunder, specifying in reasonable detail the grounds for indemnification and stating (i) the amount of the set-offsuch Adverse Consequences, and (ii) the Agent Sellers may object basis for such claim of Adverse Consequences in sufficient details for Seller to any such setevaluate the Set-off by responding in writing within fifteen Off Claim; Seller shall have ten (1510) days after receipt of the to evaluate and respond to Buyer's noticeSet-Off Claim in writing. If Seller does not dispute Buyer's Set-Off Claim, Buyer shall be entitled to set off such claim against the Agent Sellers fail to object within Escrowed Amount, and thereafter against the fifteen (15)-day period specifiedEscrowed Shares. In the event that the Seller disputes a Set-Off Claim, the Agent Sellers shall waive any right to object to parties will resolve such dispute using the Buyer's right procedure described in Section 10(p) below, provided that, if the Escrow Period described in this section expires during the existence of indemnification hereunder or a dispute involving a Set-Off Claim, the amount of the set-off. If the Agent Sellers dispute either the Buyer's right to indemnification, or the amount of the set-off, or both, then Escrow Agent shall retain an amount equal to the amount of the setSet-off Off Claim in escrow pending resolution of the dispute, and will release the Parties shall negotiate in good faith to resolve all issues in dispute. If, after a period of fifteen (15) days following the date on which the Agent Sellers give Buyer notice of its objection to Sellers indemnification hereunder, any such matter remains in dispute, then the Parties shall employ the dispute resolution procedures set forth in (S) 9 of this Agreement. Each Party agrees to make available to the other Party and the attorneys and accountants balance of the other Party, within a reasonable time after a request is made, all books Escrowed Amount and records which are reasonably required by the requesting Party Escrowed Shares to evaluate a claim for indemnification or objection hereunderSeller.

Certain Set-Off Rights. At the Buyer's election, all payments, if ---------------------- any, to be made by any of the Sellers or Seller Related Parties under Section 11 of this (S) 8 shall Agreement may, on prior written notice to Sellers and Seller Related Parties, be made by reducing, reducing on a dollar-for-dollar basis, basis any unpaid balance of any of the Deferred Payments, by . The rights and remedies granted to the amount of all or Buyer under this Section 11(e) are in addition to any portion of any Adverse Consequences other remedies to which the Buyer may suffer be entitled, at law or incur. All such indemnification payments under this (S) 8 shall be deemed adjustments to the Purchase Pricein equity. Notwithstanding the foregoing, before any set-off rights may be exercised, the Buyer shall give written notice to Sellers (and to Centennial so long as it holds or controls any of the Agent Sellers Deferred Payments) of any claim for indemnification hereunder, specifying in reasonable detail the grounds for indemnification and the amount of the set-off, and the Agent Sellers may object to any such set-off by responding in writing delivering a written objection to the Buyer (and to Centennial so long as it holds or controls any of the Deferred Payments) within fifteen thirty (1530) days after Sellers' receipt of the Buyer's notice. If the Agent Sellers fail to object within the fifteen thirty (15)-day 30) day period specified, the Agent Sellers shall waive any right to object to the Buyer's right of indemnification hereunder or the amount of the set-off. If the Agent Sellers dispute either the Buyer's right to indemnification, or the amount of the set-off, or both, then Escrow Agent Centennial shall retain the amount of the set-off pending resolution of the dispute, and the Parties shall negotiate in good faith to resolve all issues in dispute. If, after a period of fifteen (15) days following the date on which the Agent Sellers give Buyer notice of its objection to Sellers indemnification hereunder, any such matter remains in dispute, then the Parties shall employ the dispute resolution procedures set forth in (S) 9 of this Agreement. Each Party such party agrees to make available to the other Party party and the attorneys and accountants of the other Partysuch party, within a reasonable time after a request is made, all books and records which are reasonably required by the such requesting Party party to evaluate a claim for indemnification or objection hereunder.

Certain Set-Off Rights. At the Buyer's election, all payments, ---------------------- if any, to be made by any of the Sellers or Seller Related Parties under Section 11 of this (S) 8 shall Agreement may, on prior written notice to Sellers and Seller Related Parties, be made by reducing, reducing on a dollar-for-dollar basis, basis any unpaid balance of any of the Deferred Payments, by . The rights and remedies granted to the amount of all or Buyer under this Section 11(e) are in addition to any portion of any Adverse Consequences other remedies to which the Buyer may suffer be entitled, at law or incur. All such indemnification payments under this (S) 8 shall be deemed adjustments to the Purchase Pricein equity. Notwithstanding the foregoing, before any set-off rights may be exercised, the Buyer shall give written notice to Sellers (and to Centennial so long as it holds or controls any of the Agent Sellers Deferred Payments) of any claim for indemnification hereunder, specifying in reasonable detail the grounds for indemnification and the amount of the set-off, and the Agent Sellers may object to any such set-off by responding in writing delivering a written objection to the Buyer (and to Centennial so long as it holds or controls any of the Deferred Payments) within fifteen thirty (1530) days after Sellers' receipt of the Buyer's notice. If the Agent Sellers fail to object within the fifteen thirty (15)-day 30) day period specified, the Agent Sellers shall waive any right to object to the Buyer's right of indemnification hereunder or the amount of the set-off. If the Agent Sellers dispute either the Buyer's right to indemnification, or the amount of the set-off, or both, then Escrow Agent Centennial shall retain the amount of the set-off pending resolution of the dispute, and the Parties shall negotiate in good faith to resolve all issues in dispute. If, after a period of fifteen (15) days following the date on which the Agent Sellers give Buyer notice of its objection to Sellers indemnification hereunder, any such matter remains in dispute, then the Parties shall employ the dispute resolution procedures set forth in (S) 9 of this Agreement. Each Party such party agrees to make available to the other Party party and the attorneys and accountants of the other Partysuch party, within a reasonable time after a request is made, all books and records which are reasonably required by the such requesting Party party to evaluate a claim for indemnification or objection hereunder.

Certain Set-Off Rights. At the Buyer's election, payments, if any, to be made by any of the Sellers Seller under this (S) 8 shall be made by reducing, on a dollar-for-dollar basis, any unpaid balance of any of the Deferred Payments, Payments by the amount of all or any portion of any Adverse Consequences the Buyer may suffer or incur. All such indemnification payments under this (S) 8 shall be deemed adjustments to the Purchase Price. Notwithstanding the foregoing, before any set-off rights may be exercised, the Buyer shall give written notice to the Agent Sellers of any claim for indemnification hereunder, specifying in reasonable detail the grounds for indemnification and the amount of the set-off, and the Agent Sellers Seller may object to any such set-off by responding in writing within fifteen (15) days after receipt of the Buyer's notice. If the Agent Sellers fail Seller fails to object within the fifteen (15)-day 15) day period specified, the Agent Sellers Seller shall waive any right to object to the Buyer's right of indemnification hereunder or the amount of the set-off. If the Agent Sellers dispute Seller disputes either the Buyer's right to indemnification, or the amount of the set-off, or both, then Escrow Agent shall retain the amount of the set-off pending resolution of the dispute, and the Parties Buyer and Seller shall negotiate in good faith to resolve all issues in dispute. If, after a period of fifteen (15) days following the date on which the Agent Sellers give Seller gives Buyer notice of its objection to Sellers Seller's indemnification hereunder, any such matter remains in dispute, then the Parties parties shall employ the dispute resolution procedures set forth in (S) 9 10 of this Agreement. Each Party agrees to make available to the other Party and the attorneys and accountants of the other Party, within a reasonable time after a request is made, all books and records which are reasonably required by the requesting Party to evaluate a claim for indemnification or objection hereunder.