Payments; Contingent Consideration Setoff Clause Samples

Payments; Contingent Consideration Setoff. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VIII, the Indemnifying Party shall satisfy its obligations within thirty (30) Business Days of such final, non-appealable adjudication by (i) wire transfer of immediately available funds, (i) transfer of Buyer Common Stock, the value of which shall be the higher of the Closing Share Price and the VWAP of the five (5) Trading Days immediately preceding the date the Buyer Common Stock is transferred to meet indemnity obligations, or (iii) offset as set forth in Section 8.06(b), below. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such thirty (30) Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to 8%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding. (b) Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VIII shall be satisfied: (i) from any Earnout Consideration that may be payable under Section 2.07, provided Buyer notifies Seller in writing that Buyer intends to make such set-off at least ten (10) calendar days prior to the date such Earnout Payment is payable, and; and (ii) to the extent the amount of Losses exceeds the Earnout Consideration payable, from Seller.