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. Purchaser shall have the right and option, but not the obligation, to set-off and reduce the Earnout Amount to which the Shareholders are entitled under Section 2.13 of this Agreement ("Set-Off") by any indemnity amount owed by the Shareholders to a Purchaser Indemnified Party under Section 9.2(a)(iii) with respect to Dissenting Share Payments. Before Purchaser exercises the right of Set-Off, it shall provide the Shareholder Representative with written notice of the amount of the claim and its intention to exercise its right of Set-Off. The Shareholder Representative shall have thirty (30) days from receipt of Purchaser's notice to accept or reject the amount claimed by Purchaser. If the Shareholder Representative accepts the amount claimed by Purchaser, Purchaser may exercise its right of Set-Off under this Section 9.4, in which case the Earnout Amount (if any) shall be reduced by the amount of Purchaser's claim, first by reducing the amount of the Earnout Cash Consideration and then by reducing the Earnout Shares Consideration (with such shares valued at the Closing Price) to the extent the claim exceeds the Earnout Cash Consideration. If the Shareholder Representative rejects the amount claimed by Purchaser, the Shareholder Representative and the Purchaser shall seek in good faith to resolve any differences they have with respect to the claim and Set-Off amount during the fifteen (15) day period following the Shareholder Representative's rejection of the Purchaser's claim. If the dispute is not resolved to the mutual satisfaction of the Purchaser and the Shareholder Representative within such fifteen (15) day period, each party shall have the right to pursue its claim in a court of competent jurisdiction as provided in Section 12.10 herein. In the event the Shareholder Representative rejects any amount claimed by Purchaser hereunder, or in the event of any dispute regarding Set-Off by Purchaser, Purchaser shall have the right to retain and withhold that portion of the Earnout Amount equal to the amount of the disputed claim (first from the Earnout Cash Consideration and then from the Earnout Shares Consideration to the extent the claim amount exceeds the Earnout Cash Consideration), until such claim shall have been determined by (i) an agreement in writing executed by the Shareholder Representative and the Purchaser or (ii) a final nonappealable award or order of a court of competent jurisdiction or (iii) a final appealable award or order of a court of ...
Purchaser’s Right of Set Off. (a) 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 8, the Purchaser is hereby authorized to withhold and set-off and apply against any amounts owing or that may be owed to any of the Sellers by the Purchaser under (i) this Agreement and (ii) the Note (to the extent provided in the Note), up to such amounts as set forth in each such Claim Notice. The Purchaser shall have the right to withhold and set-off in connection with this Section 8.05(a) upon the earlier of (x) when a Claim has been made or filed against a Purchaser Indemnified Party, (y) when a Purchaser Indemnified Party has paid or been required to pay a third party in connection with a Claim or (z) when a Purchaser Indemnified Party has realized a quantifiable loss due to any Claim. The rights of the Purchaser under this Section 8.05 shall include, without limitation, the right to withhold and retain any payment due under the Note in accordance with the terms of the Note.
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. 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. 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. 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. 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. 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. 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.
