Payments; Setoff. Except for fraud, the sole remedy available to the Holdings Indemnitees is to set off any amounts owing or owed to the Holdings Indemnitees in respect of any Loss against (a) any amounts outstanding under any obligation at any time held or owing by the Holdings Indemnitees or any Affiliate to or for the credit or the account of the Sellers, including with respect to the Promissory Notes and the Earnout, (b) any equity interests of Holdings held by the Sellers (including, without limitation, the Holdings Equity), in whole or in part, by cancelling all or any part of such equity interests, or (c) both.
Payments; Setoff. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VII, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15) 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 4.25%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.
(b) Notwithstanding the foregoing, if Xxxxx is the Indemnified Party and a Loss is agreed to by the Seller or finally adjudicated to be payable pursuant to this ARTICLE VII, Buyer may, at its sole option and upon written notice to Seller, offset any due and payable indemnification obligations of Seller pursuant to this ARTICLE VII against any amount owing to Seller under the Buyer Note.
Payments; Setoff. All payments required to be made by any Borrower hereunder shall be made by such Borrower without setoff, counterclaim or deduction and shall be made to Bank in lawful money of the United States of America at Bank's principal office (or at such other address as Bank may specify to Borrowers in writing from time to time). If any payment required to be made by any Borrower hereunder shall be due on any day that is not a Banking Day, such payment may be made by such Borrower without default on the next succeeding Banking Day but any interest-bearing portions of such payment shall continue to accrue interest during such extension of time. Bank shall have the right from time to time to charge and deduct from any deposit accounts of any Borrower at Bank any amounts credited to such accounts and apply the same in order to pay principal amounts, interest charges, service charges, fees, expenses or any other sums or charges due and unpaid under this Agreement or any of the Other Agreements. Bank shall have the right, in addition to all other rights and remedies available to it, to set off against any Obligations due and unpaid any sums or property owing to any Borrower by Bank or held or controlled by Bank for any Borrower. Each Borrower hereby confirms Bank's right to banker's lien and setoff, and nothing in this Agreement or any of the Other Agreements shall be deemed to replace, supersede, limit, waive or prohibit Bank's right of banker's lien and setoff.
Payments; 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 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 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 six percent (6%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.
(b) Buyer may set off any sums owed to it by Seller as a result of Section 8.02 against any sums (including the Cash Holdback) or Common Stock (including the Stock Holdback) it owes to Seller, including any Earnout Payment. If Buyer exercises this right of set-off described in this Section 8.06(b), then Buyer shall deposit amounts otherwise due to Seller, as and when due, with Escrow Agent to be held in an interest bearing escrow account until the earliest of the date that (x) Buyer and Seller mutually agree how to disburse the amounts deposited in escrow, (y) the matter is resolved in the manner set forth Section 8.05, or (z) a final determination regarding the validity of any indemnification claim has been made by a court of competent jurisdiction; provided, however, that the prevailing party in any such dispute described in this Section 8.06(b) shall also receive interest on any amounts deposited in escrow, payable by the non-prevailing party at a rate equal to six percent (6%) (with a credit for interest previously earned in the interest bearing escrow account) calculated on the basis of the actual number of days elapsed over 365, from the date any such amounts are deposited in escrow to the date such amounts are distributed to the prevailing party. Any amounts set off against any Common Stock shall be based on the Buyer Average Stock Price during the thirty (30) consecutive full trading days ending at the closing of trading on the trading day immediately prior to the date that Buyer notified Seller of the Third Party Claim or Direct Claim, as applicable.
Payments; Setoff. Except for fraud, the sole remedy available to the Holdings Indemnitees is to set off any amounts owing or owed to the Holdings Indemnitees in respect of any Loss against (a) any amounts outstanding under any obligation at any time held or owing by the Holdings Indemnitees or any Affiliate to or for the credit or the account of the Target Company Stockholders, (b) any equity interests of Holdings held by the Target Company Stockholders (including, without limitation, the Holdings Equity), in whole or in part, by cancelling all or any part of such equity interests, or (c) both.
Payments; 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 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds.
(b) In addition to any rights pursuant to applicable Law and not by way of limitation of any such rights, the Parent Indemnitees are hereby authorized, at any time or from time to time and in the sole discretion of the Parent Indemnitees, to set off any amounts owing or owed to the Parent Indemnitees in respect of any Loss against (a) any equity interests of Parent held by the Shareholders, in whole or in part, by cancelling all or any part of such equity interests and/or (b) any amounts outstanding under any obligation at any time held or owing by the Parent Indemnitees or any Affiliate to or for the credit or the account of the Shareholders, including with respect to the Promissory Note.
Payments; 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 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds.
(b) In addition to any rights pursuant to applicable Law and not by way of limitation of any such rights, the Holdings Indemnitees are hereby authorized, at any time or from time to time and in the sole discretion of the Holdings Indemnitees, to set off any amounts owing or owed to the Holdings Indemnitees in respect of any Loss against any amounts outstanding under any obligation at any time held or owing by the Holdings Indemnitees or any Affiliate to or for the credit or the account of the Members, including with respect to the Promissory Note.
Payments; 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 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds.
(b) In addition to any rights pursuant to applicable Law and not by way of limitation of any such rights, the Holdings Indemnitees are hereby authorized, at any time or from time to time and in the sole discretion of the Holdings Indemnitees, to set off any amounts owing or owed to the Holdings Indemnitees in respect of any Loss against, in order, (i) any amounts outstanding under any obligation at any time held or owing by the Holdings Indemnitees or any Affiliate to or for the credit or the account of the Stockholders, including with respect to the Promissory Note, (ii) any equity interests of Holdings held by the Stockholders (including, without limitation, the Rollover Equity), in whole or in part, by cancelling all or any part of such equity interests.
Payments; 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 as provided by Section 8.6(b) hereof.
(b) The Holdings Indemnitees are hereby authorized to satisfy any Loss the amount of which has been determined pursuant to Section 8.6(a) hereof against the Indemnification and Adjustment Escrow Shares (and only in the Indemnification and Adjustment Escrow Shares) by the surrender, forfeiture and cancellation of Indemnification and Adjustment Escrow Shares at the Deemed Holdings Common Stock Share Value.
Payments; Setoff. The Indemnifying Party shall pay the Indemnified Party in immediately available funds promptly after the Indemnified Party provides the Indemnifying Party with written notice of a claim hereunder and the Parties reasonably agree that there is a reasonable basis for such claim; provided, however, that Buyer may elect to setoff any amount to which it may be entitled under this Section 6 against any Additional Purchase Price Payment. Neither the exercise of nor the failure to exercise such right of setoff 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.
