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Purchase Price Offset Sample Clauses

Purchase Price Offset. (a) If it is determined pursuant to Section 2.16(e) of the Purchase Agreement that there is an Excess Purchase Price Amount, then all distributions payable pursuant to Section 5.01, Section 5.02, or Section 5.03 to NEP Member shall be subject to offset by the Company (the “Class B Purchase Price Return Offset”) by an amount equal to the Excess Purchase Price Amount. The Excess Purchase Price Amount shall be withheld from payment of all such distributions to NEP Member and shall be promptly paid by the Company to the Class B Members on the date of such distribution payment in satisfaction of the payment of such Excess Purchase Price Amount before any distributions on Class A Units are paid to the holders of Class A Units until the aggregate amount withheld from distributions to NEP Member pursuant to this Section 5.08(a) equals the Excess Purchase Price Amount. NEP Member hereby consents to such Class B Purchase Price Return Offset and hereby waives any right to receive any Excess Purchase Price Amount or payment of any distributions subject to such Class B Purchase Price Return Offset. The amounts withheld and paid in accordance with this Section 5.08(a) shall be treated as having been distributed to the Class A Members for all purposes of this Agreement, including the calculation of Capital Accounts under Section 4.08. (b) If it is determined pursuant to Section 2.16(e) of the Purchase Agreement that there is a Deficit Purchase Price Amount, then all distributions payable pursuant to Section 5.01, Section 5.02, or Section 5.03 to the Class B Members shall be subject to offset by the Company (the “Deficit Class B Purchase Price Offset”) by an amount equal to the Deficit Purchase Price Amount. The Deficit Purchase Price Amount shall be withheld from payment of all such distributions to the Class B Members and shall be promptly paid by the Company to NEP Member on the date of such distribution payment in satisfaction of the payment of such Deficit Purchase Price Amount before any distributions on Class B Units are paid to the holders of Class B Units until the aggregate amount withheld from distributions to Class B Members pursuant to this Section 5.08(b) equals the Deficit Purchase Price Amount; provided that, notwithstanding anything to the contrary in this Section 5.08(b), prior to the Credit Agreement Payment in Full, the Deficit Purchase Price Amount shall be paid under priority “Fifth” of Section 2.20(b) of the Credit Agreement, prior to giving effect ...
Purchase Price OffsetWithout limiting the availability of other remedies, when the Claims of Buyer, if any, in the aggregate exceed $25,000, Buyer shall have the right to offset, without penalty, from the Escrow Amount, subject to the terms and conditions of the Escrow Agreement, any damage suffered by Buyer relating to the amount that such Claims, in the aggregate, exceed $25,000. The damage suffered by Buyer shall be an amount equal to the monetary damage, liability, expenses, fees, costs, or any combination thereof arising from, related to, or connected with the Claim, unless the amount is to be shared as set forth in Section 10.6 relating to Regulatory Claims. The deduction shall occur on or after AAHA’s or Servco’s failure to cure the Claim and in compliance with the provisions of the Escrow Agreement.
Purchase Price OffsetThe Company has made a loan to Stephen Martinez ("Martixxx") xx xxx xxxunt xx $00,025 (the "Loan Amount"). At Closing, Martinez shall be paid hxx xxxxxon of the Purchase Price less the Loan Amount which shall be paid by Purchaser to the Company to satisfy Martinez's indebtedness tx xxx Xxxxany.
Purchase Price Offset. Subject to the terms of this Agreement, (i) Buyer shall have an express right of offset such that any indemnification payments payable to Buyer pursuant to this Agreement shall reduce the aggregate Purchase Price payable by Buyer pursuant to Section 3.1 of the Asset Purchase Agreement and (ii) the Partners shall 58 have an express right of offset such that any indemnification payments payable to Partners pursuant to this Agreement shall reduce the aggregate Purchase Price payable by Partners pursuant to Section 3.1 of the Technology Purchase Agreement, all as set forth in Section 2(b) below.
Purchase Price Offset. (a) If it is determined pursuant to Section 2.16(h) of the Purchase Agreement that there is an Excess Purchase Price Amount, then all distributions payable thereafter to NEP Member pursuant to Section 5.01, Section 5.02, or Section 5.03 shall be subject to offset by the Company (the “Class B Purchase Price Return Offset”) in an aggregate amount equal to the Excess Purchase Price Amount. The Excess Purchase Price Amount shall be withheld from payment of all such distributions to NEP Member and shall be promptly paid by the Company to the Class B Members on the date of each such distribution payment in satisfaction of the 896060.22-WILSR01A - MSW payment of such Excess Purchase Price Amount before any distributions on Class A Units are paid to the holders of Class A Units pursuant to Section 5.01, Section 5.02, or Section 5.03, until the aggregate amount withheld from distributions to NEP Member pursuant to this Section 5.08(a) equals the Excess Purchase Price Amount. NEP Member hereby consents to such Class B Purchase Price Return Offset and hereby waives any right to receive payment of any distributions subject to such Class B Purchase Price Return Offset in an amount equal to the Excess Purchase Price Amount. The aggregate amount withheld and paid in accordance with this Section 5.08(a) shall be treated as having been distributed to the Class A Members for all purposes of this Agreement, including the calculation of Capital Accounts under Section 4.08.
Purchase Price Offset. If the Services set forth in (i) Section 9.1(a) and 9.1(b) are not provided to Buyer by December 31, 2006, or (ii) Section 9.2 are not provided as agreed upon by the parties, E2S and the Members, jointly and severally, will be subject to the Buyer's Purchase Price Offset as set forth in Section 10.5. With respect to Article 9, the amount of the Purchase Price Offset shall equal a percentage of the Royalty Fee, proportionate to the percentage of the Services not provided to Buyer as required under Section 9.1 or Section 9.2. With respect to the Services, the determination of the proportionate amount of the Services not provided to Buyer, for any project, shall be determined by the Buyer. For example, if the Buyer determines that 20% of the Services were not provided by E2S or the Members to the Buyer, within the applicable time period, the Royalty Fees payable to E2S during the applicable periods and all future periods, until the Services are provided in full, shall be reduced by 20%.
Purchase Price Offset. 14 ARTICLE 10 REMEDIES. . . . . . . . . . . . . . . . . . . . . . 14 10.1 Survival of Representations, Warranties, and . . . . Covenants. . . . . . . . . . . . . . . . . . . . . . 14 10.2 Claim. . . . . . . . . . . . . . . . . . . . . . . . 14 10.3
Purchase Price OffsetThe Company has made loans to Sellers as follows (the "Loan Amounts"): Frazer, $4,902.96; Jenkxxx, $3,566.00; and Xxxxxxna, $6,656.00. At Closing, each Seller shall be paid his or her portion of the Purchase Price less the Loan Amount due from each such Seller which shall be paid by Purchaser to the Company to satisfy each such Seller's indebtedness to the Company.
Purchase Price OffsetThe Company has made loans to Sellers (the "Loan Amounts") as follows: Susan Diaz $13,236.02 Gregory J. Frazer 0,135.15 Jami H.Tanihana 5,635.15 At Closing, each Seller shall be paid his or her portion of the Purchase Price less the Seller's Loan Amount which shall paid by Purchaser to the Company to satisfy the Seller's indebtedness to the Company.
Purchase Price Offset. Determination of Damages Offset...............................43 7.2 Indemnification.......................................................................45 7.3