Purchaser’s Right of Offset. (a) Purchaser may defer the payment to Sellers of a part of the amount payable pursuant to Section 1.8 equal to the excess, if any, of the aggregate amount under dispute pursuant to claims made by Purchaser under ARTICLE VIII over the sum of (i) Escrow Amount plus (ii) sixty percent (60%) of the Holdback Amount (after reduction for any payment received with respect to previous claims and any Purchase Price reduction arising as a result of a Retention Breach) and until such time as (X) the disputes pending as of the Earn-Out Payment Date have been finally resolved (whether by a settlement agreement among the parties or by a binding decision (“décision exécutoire”) rendered pursuant to Section 10.8) or (Y) until the aggregate amount under dispute has been reduced to a level equal to or less than the available balance in (i) the Escrow Account plus (ii) sixty percent (60%) of the Holdback Amount (after reduction for any Holdback reduction with respect to any previous claims and any Purchase Price reduction arising as a result of a Retention Breach) as determined for the Parties by the Escrow Agent. Purchaser shall have the right to offset any payment obligation Purchaser may have pursuant to Section 1.8 to any Seller by the aggregate amount by which any amount finally determined to be due to Purchaser or to Purchaser Indemnified Persons by any and all Sellers pursuant to this Agreement exceeds the amounts available and paid to Purchaser by the Escrow Agent out of the Escrow Amount. Any remaining balance of Purchaser’s payment obligation pursuant to Section 1.8 shall be paid to each Seller in accordance with the instructions provided by the Sellers’ Representative.
Purchaser’s Right of Offset. Purchaser shall be entitled to credit or offset against any amount due the Sellers or the Shareholders pursuant to the Agreement (whether pursuant to Sections 3(b) or 3(c) hereof, or otherwise), in the manner as the Purchaser may determine, an amount equal to any or all amounts due to the Purchaser pursuant to this Agreement.
Purchaser’s Right of Offset. To the extent Purchaser makes a timely claim for indemnification pursuant to Section 7.8(a) which is uncontested by the Representative or is ultimately determined in favor of Purchaser, Purchaser shall be entitled to offset the amount due to it with respect to such claim from any payments owed under the Notes or Section 3.3 of this Agreement. In the event of a claim for indemnification under Section 7.8(a) that is contested by the Representative, Purchaser shall not have the right to offset the amount claimed unless and until such time as (i) the Purchaser and the Representative reach an agreement on such claim, or (ii) such claim is ultimately determined in favor of Purchaser. Pending such agreement or resolution with respect to such claim, the Purchaser shall be entitled to deduct the amount of such claim from any payments owed under the Notes or Section 3.3 of this Agreement and deposit such amount in escrow with an escrow agent mutually acceptable to Purchaser and Representative. If Purchaser and Representative do not agree on an escrow agent within five Business Days of such deduction, Purchaser shall be entitled to deposit such escrow amount with a bank, trust company or savings and loan association which is organized under the laws of the United States or any state thereof having capital, surplus and undivided profits aggregating in excess of $100 million. Purchaser, Representative and any such escrow agent shall enter into an escrow agreement substantially in the form of Exhibit 7.9. In the event the payments to Seller under the Notes and Section 3.3 are insufficient to cover any such claim, Seller and Xxxxxx shall deliver the balance of the amount due in immediately available funds by wire transfer to an account designated by Purchaser.
Purchaser’s Right of Offset. Purchaser shall have the right, at its sole discretion, to offset, on a dollar-for-dollar basis, against any and all amounts due Electricom pursuant to the Note any amounts due to Purchaser from Sellers pursuant to this Agreement, including, without limitation, Indemnifiable Damages due pursuant to Section 10.2, adjustments pursuant to Section 4.3(d) and any other amounts due from either of the Sellers pursuant to any other provision hereof (the "Right of Offset"). Before exercising its Right of Offset, Purchaser shall provide written notice of its intent to exercise such right.
Purchaser’s Right of Offset. Purchaser shall have the right and option, but not the obligation, to offset and reduce the Earn Out:
Purchaser’s Right of Offset. Any amount for which any Seller is liable hereunder or pursuant hereto, whether for an indemnification claim or otherwise (including any costs related thereto for which any Seller is responsible), may at Purchaser's option be setoff against any payments due from Purchaser or its affiliates to any Seller pursuant to any agreement, instrument or document, including but not limited to this agreement. Neither the exercise of nor the failure to exercise such setoff right shall constitute an election of remedies nor limit Purchaser or its affiliates in any manner in the enforcement of any other remedies available to any of them.
Purchaser’s Right of Offset. Anything in this Agreement to the contrary notwithstanding, Purchaser may deduct, withhold and set off from the Subordinated Note any amount allocable to the resolution of Gurcke’s indemnification obligations under this Article VII as to which Gurcke is obligated to indemnify Purchaser pursuant to this Article VII. Purchaser shall deliver written notice of Gurcke of any amounts deducted from the Subordinated Note pursuant to this Section 7.10.
Purchaser’s Right of Offset. 4.4.1 In the event that the Purchaser shall become entitled to assert against the Vendor and/or the Warrantors any claim for breach of any of the Warranties or any claim under Clause 8 (“Relevant Claim”), the following provisions shall apply
Purchaser’s Right of Offset. In addition to Purchaser's other rights and remedies under this Agreement and notwithstanding any other provision of this Agreement, for so long as any portion of any shares of the AVRI Stock have not been issued to Seller, in the event Purchaser has a claim against Seller for breach of any of the representations, warranties and covenants made by Seller in this Agreement or is otherwise entitled to indemnity from Seller pursuant to Section 5.3, Purchaser shall be entitled to offset the amount of such claim(s) or indemnity against the AVRI Stock.
Purchaser’s Right of Offset. In addition to Purchaser's other rights and remedies under this Agreement and notwithstanding any other provision of this Agreement, for so long as any portion of (i) any amounts due from Purchaser to Seller remain outstanding under the Note, or (ii) any shares of the AVRI Stock have not been issued to Seller, in the event Purchaser has a claim against Seller for breach of any of the representations, warranties and covenants made by Seller in this Agreement, Purchaser shall be entitled to offset the amount of such claim(s) against (A) the amounts owed by Purchaser to Seller under the Note, or (B) the AVRI Stock .
