Purchaser’s Right of Set Off. The Purchaser may set off any amount to which it may be entitled under this Agreement or any other agreement, document, instrument or certificate executed in connection with the consummation of the transactions contemplated by this Agreement against amounts otherwise payable to the Sellers under this Agreement or any other agreement, document, instrument or certificate executed in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Contingent Purchase Payment. Neither the exercise of nor the failure to exercise such right of set off will constitute an election of remedies or limit the Purchaser in any way in the enforcement of any other remedies that may be available to it.
Purchaser’s Right of Set Off. Notwithstanding anything to the ----------------------------- contrary herein contained, Purchaser shall have the right to set-off against and deduct from the Deferred Payment (a) any amount which any Indemnitor becomes obligated (whether by agreement between one or more of the Indemnitors and the Purchaser or by arbitration award) to pay to Purchaser hereunder, and (b) any other amounts which may be payable by Seller to Purchaser under this Agreement or by virtue of the transactions provided for herein. Purchaser's right of set- off shall be superior to any right of Seller to request or direct payment of any part or all of the Deferred Payment to or for the account of Seller. Prior to exercising the aforementioned right of set-off, Purchaser shall give Seller five (5) days written notice of its intent to exercise such right. If within five (5) days of receiving such notice, Seller objects in writing to Purchaser's exercise of its right of set-off, then Purchaser shall set aside and hold the disputed amount free of any obligation to pay over the disputed amount to or at the direction of Seller, and Purchaser's asserted right of set-off will be submitted to arbitration pursuant to SECTION 10.13 hereof. Notwithstanding anything to the contrary in this Agreement, all amounts set aside and held pending the resolution of arbitration shall remain set aside and held until the final resolution of such arbitration pursuant to SECTION 10.13 hereof. If at the time for payment of the Deferred Payment, an Indemnification Claim has been asserted by Purchaser but the Indemnitors obligation with respect thereto has not been finally determined or agreed upon, Purchaser may withhold payment of such portion of the Deferred Payment as shall be sufficient to pay and reimburse Purchaser for all losses upon which the Indemnification Claim is based and shall not be required to pay such withheld amount over to Seller until five (5) days following the final determination or agreement that the Indemnitors are not obligated to the Indemnitees with respect to such Indemnification Claim or if obligated the Indemnitors have paid and satisfied such Indemnification Claim in full.
Purchaser’s Right of Set Off. Notwithstanding anything to the contrary in this Agreement, and regardless of other means of obtaining payment, at any time and from time to time any Purchaser Indemnified Party delivers a Claim Notice to the Sellers regarding any Claim for which the Purchaser Indemnified Party is or may be entitled to indemnification from the Sellers under this ARTICLE VII, the Purchaser shall be authorized to withhold and set-off and apply against any amounts owing or that may be owed to Cattabiani by the Purchaser under certain of the Senior Secured Notes issued to him in accordance with the terms of such Senior Secured Notes. Notwithstanding anything in this Agreement to the contrary (and without limiting the generality of SECTION 9.12), (i) the rights to set-off provided in certain of the Senior Secured Notes issued to Cattabiani and (ii) any other rights and remedies under this Agreement or in equity or at law that any Purchaser Indemnified Party may have with respect to the satisfaction of the indemnification obligations of the Sellers under this Agreement shall be cumulative, and the exercise of any such right by any Person shall not be exclusive of any other right or remedy and shall not limit, modify, adversely affect, prejudice or impair the exercise (or ability to exercise) any such rights or remedies.
Purchaser’s Right of Set Off. For so long as the Purchaser holds the Bond, it will have the right to immediately and without notice or other acts to set-off against any of the Borrower's obligations to the Purchaser any sum owed by the Purchaser or any of its affiliates in any capacity to the Borrower whether due or not, or any property of the Borrower in the possession of the Purchaser or any of its affiliates, and the Purchaser will be deemed to have exercised such right of set-off and to have made a charge against any such sum or property immediately upon the occurrence of any Event of Default, even though the actual book entries may be made at some time subsequent thereto.
Purchaser’s Right of Set Off. Any Indemnifiable Losses incurred by Purchaser, for which Purchaser is entitled to indemnification shall be applied in reduction of amounts due to Sellers under this Agreement (including the Contingent Cash and the Escrow Fund).
Purchaser’s Right of Set Off. In addition to the rights and remedies set forth elsewhere in this Agreement, the Purchaser shall have the right to set off against (i) the payment of any liabilities or obligations of Seller or Shareholder which were not shown on Seller’s or IGXUK’s general ledger or otherwise disclosed to Purchaser or iGambit (or any of their respective employees, representatives or agents), including, but not limited to, trade account disputes, back taxes and penalties, or (ii) any payment otherwise due to Seller hereunder the amount of Losses for which Purchaser is entitled to indemnification pursuant to Section 6.
Purchaser’s Right of Set Off. Purchaser shall have a right of set off against amounts owed by Purchaser to Carl X. Xxxxxx xxxer the Noncompetition Agreement in Schedule 2.8.1 for all Purchaser's Indemnified Losses. Purchaser must comply with the Purchaser's Indemnification Procedure in Section 10.04 and the requirements of the Non-Competition Agreement in Schedule 2.8.
Purchaser’s Right of Set Off. In the event a Purchaser Indemnified Person incurs a Loss or otherwise becomes entitled to any amounts under this Article 5 (subject to the provisions set forth in Section 5.1 regarding Target’s Minimum Amount), Purchaser shall notify ResponseBase in writing of such Loss or other amount (a “Claim Notice”) specifying in reasonable detail the amount of such Loss or other amount. ResponseBase shall thereafter have ten (10) business days after receipt of such Claim Notice to pay to Purchaser the entire amount of such Loss or other amount. In the event ResponseBase does not pay such amount within that time, Purchaser may set off such Loss or other amount against amounts otherwise payable pursuant to the Contingent Payment (including as set-off against amounts in escrow), the Performance Payments or the Earn-Out. The exercise of such right of set-off by Purchaser, whether or not ultimately determined to be justified, shall not constitute a breach of this Agreement or an event of default by Purchaser. Any dispute regarding the propriety of a set-off against the Contingent Payment, the Performance Payments or the Earn-Out shall be resolved in accordance with the provisions of Sections 7.10. If the parties ultimately agree or arbitrator decides that neither Targets nor Target members are liable for all or some portion of the disputed Losses, then Purchaser shall pay to Targets the amount of all such withheld payments (in the proportions set forth on Exhibit 1.4), less the amount of Losses for which Targets and Target Members were found liable. Neither the exercise of nor the failure to exercise such right of set-off shall constitute an election of remedies nor limit Purchaser in any manner in the enforcement of any other remedies that may be available to them.
Purchaser’s Right of Set Off. In addition to the rights and remedies set forth elsewhere in this Agreement (including, but not limited to Section 2.2(c)(5) and Section 2.2(c)(6)), the Purchaser shall have the right to set off against any payment otherwise due to Seller hereunder the amount of loss, liability or damages (including reasonable attorneys’ fees and expert fees) sustained by Purchaser due to the breach by the Seller and/or any Shareholder of any representation or warranty or other provision contained in this Agreement, in the Non-Competition Agreement or in any Employment Agreement, or due to the default by the Seller and/or any Shareholder under any of the foregoing agreements, including but not limited to amounts as to which Seller and the Shareholders are required to indemnify the Purchaser under this Agreement.
Purchaser’s Right of Set Off. The Purchaser may set off any amount to which it is entitled under this Agreement, any other agreement, document, instrument or certificate executed in connection with the consummation of the transactions contemplated by this Agreement, or any existing or future agreement between the Purchaser (or any of its Affiliates) and any Seller (or their respective Affiliates) against amounts otherwise payable to the Sellers under this Agreement, any other agreement, document, instrument or certificate executed in connection with the consummation of the transactions contemplated by this Agreement, the HSP Agreement, or any existing or future agreement between the Purchaser (or any of its Affiliates) and any Seller (or their respective Affiliates). Neither the exercise of nor the failure to exercise such right of set off will constitute an election of remedies or limit the Purchaser in any way in the enforcement of any other remedies that may be available to it.
