Offset; No Waiver Sample Clauses

Offset; No Waiver. Any Post-Closing Consideration shall be paid within thirty (30) days following the final agreement or determination of the same in accordance with the foregoing provisions. In addition to the foregoing, but without limiting in any way any other rights or remedies of LTBVI, LTBVI shall have the absolute right to offset, against any payment of Post-Closing Consideration, any amount due to LTBVI from the Selling Shareholder Parties or any claim of LTBVI against the Selling Shareholder Parties (including without limitation any such amounts or claims under Section 6.1 of the Agreement). For purposes of any such offset, LTBVI shall be entitled to not issue, or to cancel, LTBVI Shares, and the Stated Value of the LTBVI Shares shall be deemed to be the applicable amount attributable thereto. In addition to the foregoing, the Selling Shareholder Parties agree and acknowledge that any such offset shall not constitute a waiver or discharge of any other claims that LTBVI may have under this Agreement or otherwise.