Common use of Purchaser’s Right of Set Off Clause in Contracts

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 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 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 set aside and held pending the resolution of arbitration shall remain set aside and held until the final resolution of such arbitration pursuant owing or that may be owed to SECTION 10.13 hereof. If at the time for payment any of the Deferred PaymentSellers by the Purchaser under (i) this Agreement, an Indemnification (ii) the Note (to the extent provided in the Note) and (iii) the A/R Servicing Agreement, 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 asserted by made or filed against a Purchaser but 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 Indemnitors obligation Purchaser under this Section 8.05 shall include, without limitation, the right to withhold and retain any payment due under the Note or the A/R Servicing Agreement in accordance with the terms of the Note or the A/R Servicing Agreement, respectively. (b) Notwithstanding anything in this Agreement to the contrary (and without limiting the generality of Section 9.13 (Cumulative Remedies)), (i) the rights to set-off provided in the Note, the A/R Servicing Agreement or otherwise pursuant to this Section 8.05 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 thereto has not been finally determined or agreed upon, Purchaser may withhold payment of such portion to the satisfaction of the Deferred Payment as joint and several indemnification obligations of the Sellers under this Agreement shall be sufficient to pay cumulative, and reimburse Purchaser for all losses upon which the Indemnification Claim is based exercise of any such right by any Person shall not be exclusive of any other right or remedy and shall not be required limit, modify, adversely affect, prejudice or impair the exercise (or ability to pay exercise) any such withheld amount over to Seller until five (5) days following the final determination rights 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 fullremedies.

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 Receivables Proceeds and any other amounts in the hands of Purchaser that may belong to or be payable to Seller (a) any amount which any Seller Indemnitor becomes obligated (whether by agreement between one or more of the Seller Indemnitors and the Purchaser or by arbitration award) to pay to Purchaser hereunder, (b) the amount of any Proration Item owed by Seller to Purchaser as herein provided, and (bc) 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- set-off shall be superior to any right of Seller to request or direct payment of any part or all of the Deferred Payment Receivables Proceeds 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 Section 12.13 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 Section 12.13 hereof. If at the time for payment of the Deferred PaymentReceivables Proceeds as provided in Section 1.3(g), or at the time of any request by Seller for payment of Seller's indebtedness under Section 1.3(i), 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 Receivables Proceeds 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 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 ----------------------------- contrary herein containedextent 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 set-off against retain and deduct withhold that portion of the Earnout Amount equal to the amount of the disputed claim (first from the Deferred Payment 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 (ai) any amount which any Indemnitor becomes obligated (whether an agreement in writing executed by agreement between one or more of the Indemnitors Shareholder Representative and the Purchaser or by arbitration award(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 competent jurisdiction for which each party 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 action has confirmed in writing its election not 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 appeal such award 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 fullorder.