Common use of Set-off Procedure Clause in Contracts

Set-off Procedure. If a party believes it has the right to offset the amount of any Losses (the “Claiming Party”), the Claiming Party shall notify the other party(ies) (the “Off-set Party”) of the amount of the Losses and the dollar amount to be offset as determined by the Claiming Party in good faith (such notice being deemed a “Notice of Claim”). Such Notice of Claim shall be given to the Off-set Party as soon as reasonably practicable after the Claiming Party incurred the Losses or learned of its right to offset and shall include an explanation of the Claiming Party’s rationale underlying such belief. The Off-set Party shall have 30 days from its, his or her receipt of the Notice of Claim in which to accept or dispute same, which if disputed, shall include an explanation of the Off-set Party’s rationale underlying such belief. If the Off-set Party fails to respond in writing within such 30 day period, the Notice of Claim shall be deemed approved by the Off-set Party. If the Off-set Party timely disputes the Notice of Claim in writing, the Claiming Party on the one hand, and the Off-set Party, on the other hand, shall attempt in good faith to agree on the rights of the respective parties with respect to such claim. If the parties agree on the amount to be offset, then the Claiming Party shall have the right to offset or cause the New LLC to offset such amount against any amounts owed to the Off-set Party in accordance with this Section 12.6.

Set-off Procedure. If a party NovaMed Indemnified Party reasonably believes it has the right to offset the amount of any Losses (the “Claiming Party”)against a party hereto, the Claiming such NovaMed Indemnified Party shall notify the other such party(ies) (the “Off-set Party”) of the amount of the Losses and the dollar amount to be offset as determined by the Claiming such NovaMed Indemnified Party in good faith (such notice being deemed a “Notice of Claim”). Such Notice of Claim shall be given to the Off-set Party as soon as reasonably practicable after the Claiming such NovaMed Indemnified Party incurred the Losses or learned of its right to offset and shall include an explanation of the Claiming such NovaMed Indemnified Party’s rationale underlying such belief. The Off-set Party shall have 30 days from its, his or her receipt of the Notice of Claim in which to accept or dispute same, which if disputed, shall include an explanation of the Off-set Party’s rationale underlying such belief. If the Off-set Party fails to respond in writing within such 30 30-day period, the Notice of Claim shall be deemed approved by the Off-set Party. If the Off-set Party timely disputes the Notice of Claim in writing, the Claiming NovaMed Indemnified Party on the one hand, and the Off-set Party, on the other hand, Party shall attempt in good faith to agree on the rights of the respective parties with respect to such claim. If the parties agree on the amount to be offset, then the Claiming NovaMed Indemnified Party shall have the right to offset or cause the New LLC Company to offset such amount against any amounts owed to the Off-set Party in accordance with this Section 12.612.7.

Set-off Procedure. If a party Buyer believes it has the right to offset the amount of any Losses (the “Claiming Party”)against a party hereto, the Claiming Party Buyer shall notify the other such party(ies) (the “Off-set Party”) of the amount of the Losses and the dollar amount to be offset as determined by the Claiming Party Buyer in good faith (such notice being deemed a “Notice of Claim”). Such Notice of Claim shall be given to the Off-set Party as soon as reasonably practicable after the Claiming Party Buyer incurred the Losses or learned of its right to offset and shall include an explanation of the Claiming PartyBuyer’s rationale underlying such belief. The Off-set Party shall have 30 days from its, his or her receipt of the Notice of Claim in which to accept or dispute same, which if disputed, shall include an explanation of the Off-set Party’s rationale underlying such belief. If the Off-set Party fails to respond in writing within such 30 30-day period, the Notice of Claim shall be deemed approved by the Off-set Party. If the Off-set Party timely disputes the Notice of Claim in writing, the Claiming Party Buyer on the one hand, and the Off-set Party, on the other hand, shall attempt in good faith to agree on the rights of the respective parties with respect to such claim. If the parties agree on the amount to be offset, then the Claiming Party Buyer shall have the right to offset or cause the New LLC Company to offset such amount against any amounts owed to the Off-set Party in accordance with this Section 12.6.