Common use of Offset Right Clause in Contracts

Offset Right. Notwithstanding anything herein to the contrary, the Purchaser shall be entitled to offset, against any consideration otherwise payable to the Seller pursuant to Article 2.1, any amount which the Management Shareholder, Seller or Operator may owe to the Purchaser, provided that the amount to be offset shall be agreed upon by both parties, or if the parties cannot so agree, the amount determined based on the arbitral award, as required pursuant to Article 12.

Offset Right. Notwithstanding anything herein to the contrary, the Purchaser shall be entitled to offset, against any consideration otherwise payable to the Seller pursuant to Article 2.1, any amount which the Management Shareholder, Seller or Operator may owe to the PurchaserPurchaser or its affiliates. Without limiting the generality of the foregoing, provided that the amount to be offset Purchaser shall be agreed upon entitled to reduce the cash payments otherwise payable to the Seller by both parties, an amount equal to the aggregate amount due and payable by the Seller or if the parties cannot so agree, Operator to the amount determined based on the arbitral award, as required pursuant to Article 12Purchaser.

Offset Right. Notwithstanding anything herein to the contrary, the Purchaser shall be entitled to offset, against any consideration otherwise payable to the Seller pursuant to Article 2.1II, any amount which payment payable by the Management ShareholderSeller, Seller SZ or Operator may owe any Individual Shareholders to the PurchaserPurchaser under this Agreement, provided that the amount including but not limited to be offset shall be agreed upon by both parties, or if the parties cannot so agree, the amount determined based on the arbitral award, as required any indemnification payment under Section 11.13 (a) herein pursuant to Article 12the terms of this Agreement or any other Closing Documents (whether before, at or after the Closing).