Escrow; Right of Set-Off. Buyer may give notice of a Claim and exercise a right of set-off with respect thereto in the manner provided in the Escrow Agreement. Subject to the limitation of liability and remedies set forth in Section 10.5, neither the exercise of nor the failure to exercise such right of set-off or to give a notice of a Claim under the Escrow Agreement 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.
Escrow; Right of Set-Off. At the Effective Time, Primal’s stockholders will be deemed to have received and deposited with the Escrow Agent the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Xxxxx after the Effective Time) without any act of any stockholder. The portion of the Escrow Shares contributed on behalf of each stockholder of Primal shall be in proportion to the aggregate Merger Consideration to which such holder would otherwise be entitled at the Effective Time. The Escrow Shares shall be available to compensate Xxxxx and its a Affiliates for any Damages pursuant to Section 12.2. Upon notice to Stockholders specifying in reasonable detail the basis for such set-off, Xxxxx may set off any amount to which it may be entitled under this Section 12, determined in the same manner as claims under the Escrow Agreement, against amounts otherwise payable hereunder as Additional Merger Consideration or may give notice of a claim in such amount under the Escrow Agreement, or both. The exercise of such right of set-off by Xxxxx in good faith, whether or not ultimately determined to be justified, will not constitute an event of default hereunder. Neither the exercise of nor the failure to exercise such right of set-off or to give a notice of a claim under the Escrow Agreement will constitute an election of remedies or limit Xxxxx in any manner in the enforcement of any other remedies that may be available to it. In the event that the Merger is approved, effective upon such vote, and without further act of any stockholder, a committee comprised of Xxxxxx, Xxxxxxx and Xxxxxx shall be appointed as agent and attorney-in-fact (such committee, the “Securityholder Agent”) for each stockholder of Primal (except such stockholders, if any, as shall have perfected their appraisal or dissenters’ rights under the CGCL), for and on behalf of each stockholder of Primal, to give and receive notices and communications, to authorize delivery to Xxxxx of shares of Xxxxx Preferred Stock from the Escrow Shares in satisfaction of claims by Xxxxx, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and, if permitted, to demand arbitration and to comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Securityholder Agent for the accomplishment of the foregoing. The majority vote of the t...
Escrow; Right of Set-Off. Upon notice to the Sellers specifying in reasonable detail the basis for such set-off, Buyer may set off any amount to which it may be lawfully entitled under this Section 10 ("Claim") against Earn-Out. The amount of Buyer Shares to be issued under the Earn-Out shall be reduced by the number of Buyer Shares that when multiplied by the Average Share Price for the Buyer Shares equals the value of the Claim.
Escrow; Right of Set-Off. Upon notice to Seller specifying in reasonable detail the basis for such set-off, Buyer may give notice of a claim for Damages in such amount under the Escrow Agreement. The failure to give a notice of a claim of Damages under the Escrow Agreement will not constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it.
Escrow; Right of Set-Off. Upon notice to Sellers specifying in reasonable detail the basis for such set-off, Buyer may set off any amount to which it may be entitled under this Section 15 against amounts otherwise payable in respect of the Earn Out or may give notice of a claim in such amount under the Escrow Agreement. In the event Buyer elects to exercise such right of set off, Buyer shall do so pro rata against the cash portion of the Earn Out and the portion of the Earn Out payable in shares of Buyer Common Stock. The exercise of such right of set-off by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a breach of this Agreement. Neither the exercise of nor the failure to exercise such right of set-off or to give a notice of a claim under the Escrow Agreement 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. For the avoidance of doubt, in the event Buyer elects under this Section 15(f) to set off any amount to which it may be entitled under the first sentence of Section 15(a), Buyer shall do so only against the portion of the Earn Out payable to the Principal Shareholders, and in the event Buyer elects under this Section 15(f) to set off any amount to which it may be entitled under the second sentence of Section 15(a), Buyer shall do so only against the portion of the Earn Out payable to the applicable Seller.
Escrow; Right of Set-Off. Upon notice to Sellers specifying in reasonable detail the basis for such set-off, Buyer may set off any amount to which it may be entitled under this Section 7 against amounts otherwise payable under the Promissory Notes or may give notice of a Claim in such amount under the Escrow Agreement. The exercise of such right of set-off by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute an event of default under the Promissory Notes. Neither the exercise of nor the failure to exercise such right of set-off or to give a notice of a Claim under the Escrow Agreement 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.
Escrow; Right of Set-Off. Upon notice to Sellers specifying in reasonable detail the basis for such set-off, and after complying with the provisions of the Escrow Agreement, Buyer may set off any amount to which it may be entitled under this Section 10 against amounts otherwise payable under Section 2.7 or may give notice of a Claim in such amount under the Escrow Agreement. Neither the exercise of nor the failure to exercise such right of set-off or to give a notice of a Claim under the Escrow Agreement 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.
Escrow; Right of Set-Off. As of the Closing Date, the Alliance Shares shall be placed in an escrow fund (the "Escrow Fund") to be governed by the terms of the Escrow Agreement. Seller expressly acknowledges and agrees that the Indemnified Persons shall have the right, but shall not be required, to satisfy all or any portion of any claims for indemnification which are the subject of any indemnity claim made under Sections 7.3(a)(iv) and 7.7 by, in its or their sole discretion, (i) setting-off against or deducting from any distributions or payments that may become due to Seller, including but not limited to the Earnout, and/or (ii) making a claim against the Escrow Fund.
Escrow; Right of Set-Off. Upon compliance with the notice provisions set forth in the Escrow Agreement, Buyer may make a claim under the Escrow Agreement for any amount to which it may be entitled under Section 7.1. Neither the exercise of, nor the failure to exercise, such right to give a notice of a claim under the Escrow Agreement 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.
Escrow; Right of Set-Off. Upon notice to the Stockholder Representative specifying in reasonable detail the basis for such set-off, DTS may set-off any amount to which it may be entitled under this Article IX or otherwise under this Agreement against amounts otherwise payable (or potentially payable) under Article III or may give notice of a claim in such amount under the Escrow Agreement. In effectuating any set-off against amounts otherwise payable under Article IX with respect to any claim, the value of the shares of DTS Common Stock shall be based upon average of the last reported sale prices of the DTS Common Stock as reported on the Nasdaq Stock Market for the ten trading days ending two days prior to the date such claim is made. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, DTS agrees to first exhaust the funds in the Escrow Agreement before otherwise pursuing a claim against any Stockholder hereunder.
