Purchaser’s Right of Setoff. In addition to any right now or hereafter granted under Applicable Law and not by way of limitation of any such rights, Purchaser shall have the right at any time or from time to time without Notice to Seller or to any other Person, any such Notice being hereby expressly waived, to set off against any amounts due by Purchaser to Seller hereunder, including any amounts due because of breach of this Agreement or any other obligation and any costs payable by Seller hereunder.
Purchaser’s Right of Setoff. Subject to Paragraph 2(F)(i), in the event that Purchaser has one or more claims under this Agreement against Seller and the Stockholders, reasonably alleging a breach of or claim under one or more of the provisions hereof and notifies Seller and the Stockholders in writing of the amount of and reasonable basis for such claims on or prior to the second anniversary of the Closing, Seller and the Stockholders are required to indemnify Purchaser pursuant to Paragraph 11(A) hereof, the Promissory Notes and/or Shares outstanding in the amount claimed in such notice and the amount of such reduction shall thereafter become due and payable to Purchaser. For purposes of this Paragraph 13, the value of each Share shall be equal to Deemed Value of the Shares. In the event that any Stockholder shall have sold or otherwise disposed of any or all of its Shares, such Stockholder shall be obligated to pay the amount claimed first in Shares (valued in accordance with this Paragraph 13) to the extent of any Shares then held by such Stockholder, and thereafter in cash; provided that, in no event shall the Stockholders be required to pay any amount (in cash or in Shares) in excess of the maximum amount required pursuant to Paragraph 11(A). Purchaser's rights set forth in Paragraph 11(A) and this Paragraph 13 shall be Purchaser's sole rights and shall strictly limit and restrict Purchaser's other rights and remedies arising under this Agreement or by law or otherwise. Without limiting the foregoing, Seller and the Stockholders agree that, if Purchaser is required to pay debts or other Liabilities of Seller, Purchaser may deduct the amount of all such payments made by it from the value of the Stock outstanding and the applicable amount of Stock shall thereupon be reduced by the full amount of all such payments made by Purchaser.
Purchaser’s Right of Setoff. In the event of (i) an undisputed Indemnity Claim against Seller and/or Shareholder, or (ii) an Indemnity Claim against Seller and/or Shareholder after judgment or award or adverse to Seller and/or Shareholder as provided above, which remains uncured or unsettled for 60 days or more after notice of the Indemnity Claim is given by Purchaser to Seller and/or Shareholder, then Purchaser and/or its affiliates shall have the right, but not the obligation, to set off the amount of the Indemnity Claim against any then remaining obligation of Purchaser and/or its affiliates to Seller and/or Shareholder, regardless of the source of such obligation.
Purchaser’s Right of Setoff. Upon notice to Sellers specifying in reasonable detail the basis for setoff, Purchaser may setoff any amount to which it may be entitled as a result of (i) the inaccuracy of any representation or the breach of any warranty made by Sellers herein or (ii) any failure by Sellers to conduct the private disposition of the Transferred Assets in substantial compliance with Section 9610 of the CUCC, in each case, against the remaining payments due under Sections 2(a), 2(c), 2(d) and 2(e) hereof, with such setoffs to be applied ratably to the remaining payments due to Sellers at the time of such setoff. The foregoing right of setoff shall be the exclusive monetary remedy of Purchaser with respect to claims for damages in connection with the inaccuracy of any representation or the breach of any warranty made by Sellers herein or any failure by Sellers to conduct the private disposition of the Transferred Assets in substantial compliance with Section 9610 of the CUCC. The remedy provided in this Section 15 shall terminate on the date that is eighteen (18) months from the date hereof.
Purchaser’s Right of Setoff. (a) Steradian and the Warrantors hereby jointly and severally covenant with Purchaser that, subject to SECTION 4.5(b), Purchaser shall have the right to set off, against any sums paid or payable by Purchaser pursuant to a sale of Steradian Shares by Steradian to Purchaser under the Shareholder Agreement, any and all claims for Losses arising under this SECTION 4 and remaining unpaid as of the date of such sale of Steradian Shares.
(b) Prior to the completion of any sale of Steradian Shares in connection with which Purchaser intends to exercise its right of setoff under this SECTION 4.5, Purchaser shall give written notice of such intention to Steradian and the Warrantors prior to the completion of such sale, which notice shall state the basis for such setoff and the amount Purchaser intends to set off (the "SETOFF AMOUNT"). Within thirty days of receipt of such notice, Steradian and the Warrantors shall notify Purchaser in writing of any dispute as to the underlying claim for Loss, specifying the basis of such dispute, and in such event Purchaser shall at the completion of such sale of Steradian Shares place the Setoff Amount in escrow pending resolution of such dispute.
Purchaser’s Right of Setoff. In the event of (i) an Indemnity Claim against Seller which is agreed to or not disputed within 10 days, or (ii) an Indemnity Claim against Seller after judgment or award or adverse to Seller as provided above, which remains uncured or unsettled for 60 days or more after notice of the Indemnity Claim is given by Purchaser to Seller, then Purchaser and/or its affiliates will have the right, but not the obligation, to set off the amount of the Indemnity Claim against any then remaining obligation of Purchaser and/or its affiliates to Seller, regardless of the source of such obligation.
Purchaser’s Right of Setoff. In the event that the Purchaser reasonably believes that it is entitled to indemnification from the Seller under this Agreement, then the Purchaser shall be entitled to withhold payments coming due under the Non-Competition Agreement in an amount reasonably sufficient to cover the full amount of the claim until such time as the actual liability of the Seller to make indemnification is finally determined. The Purchaser shall notify Seller promptly of its intention to withhold payments and the amount which it considers reasonably sufficient to cover the claim which has arisen. If the Seller does not believe the amount is reasonable and if thereafter the parties cannot negotiate a mutually acceptable amount to be withheld, then the matter shall be referred to arbitration at Hartford, Connecticut before a single arbitrator in accordance with the rules of commercial arbitration established by the American Arbitration Association then in effect. The parties may, however, by mutual agreement submit said issue to some other Alternative Dispute Resolution process. In any event, the determination by said arbitrator or other ADR body shall be binding and conclusive on the parties and not subject to appeal to any court or other tribunal. In the event it is thereafter determined that the Purchaser is entitled to indemnification from the Seller, the Purchaser may first setoff against such withheld payments, and then against future payments if the withheld payments are insufficient, the amount of the liability of the Seller to it. Said withholding and/or setoff shall be evidenced by written notice given to the Seller in the manner provided in Section 9.5 below. If it is determined however that the Purchaser was not entitled to indemnification then the amount withheld shall be promptly paid to the Seller, together with interest at the rate of 7% per annum from the date of withholding; likewise if the amount of such indemnification as finally determined is less than the amount withheld then said excess amount plus interest at said rate on said excess amount shall be paid over to the party entitled thereto.
