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. The 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 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. The 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
Purchase Price Offset. Without limiting the availability of other remedies, Buyer shall have the right, exercisable upon notice to a Shareholder specifying in reasonable detail the basis for such setoff, to reduce the number of Earnout shares of Buyer Stock otherwise deliverable to that Shareholder pursuant to Section 2.4.2 by the number of shares, valued in accordance with Section 2.4.2, equivalent in value to the amount which that Shareholder is obligated to indemnify Buyer under Section 9.6. The reduction shall occur on or after the following: (i) the Shareholders' failure to cure the Claim and (ii) the earlier of completion of the mediation required by Section 9.4 of this Agreement or 30 days after the end of the cure period set forth in Section 9.
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 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. Without limiting the availability of other remedies, Buyer shall have the right, exercisable upon notice to E2S specifying in reasonable detail the basis for such setoff, to reduce the Royalty Fee otherwise deliverable to E2S pursuant to Section 2.4.2 ("Purchase Price Offset"). The Purchase Price Offset shall be equivalent in value (i) to the amount which E2S or any Member is obligated to indemnify Buyer under Section 10.4 or (ii) an amount, as determined under Section 9.3, for violation of any term of Article 9. The reduction shall occur on or after 30 days after the end of the cure period set forth in Section 10.3. The exercise of this Purchase Price Offset right by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a breach or event of default this Agreement. If Sellers shall dispute the reduction of Royalty Fees by delivering notice to Buyer on or before the date that the deduction shall occur, Buyer shall withhold delivery of the disputed Royalty Fees pending resolution of the dispute pursuant to this Agreement.
Purchase Price Offset. The 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.
