Common use of SET-OFF RIGHTS Clause in Contracts

SET-OFF RIGHTS. (a) Other than as expressly provided in this Section 8.08, neither party hereto shall have any right to set-off any amounts determined to be owed under this Agreement (including by an Indemnifying Party to any Indemnified Party pursuant to this Article VIII) against any amount payable by such party or any of its Affiliates pursuant to this Agreement, any of the Ancillary Agreements or otherwise. (b) The Purchaser shall be entitled to withhold and set-off against the Milestone Payments the amount of any Third Party Claim against a Purchaser Indemnified Party that has been made in writing and in respect of which the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 of the Separation Agreement (a “Set-Off Claim”) subject to the terms of this Section 8.08. (c) No set-off may be made unless the Purchaser has provided a written notice of request (a “Request Notice”) in respect of a Set-Off Claim at least forty-five (45) days prior to the date the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five (45) day period, in which case the Purchaser shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include (i) a description of the Purchaser’s good faith basis for determining that such Set-Off Claim gives rise to a right of indemnification under Section 8.02, and (ii) the Purchaser’s good faith estimate of the amount of Loss reasonably likely to be incurred by a Purchaser Indemnified Party in respect of such Set-Off Claim (the “Requested Set-Off Payment”). (d) If BSC does not deliver written notice to the Purchaser disputing a Set-Off Claim or the amount of a Requested Set-Off Payment, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”), by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of the amount of the Requested Set-Off Payment in accordance with this Section 8.08. The decision of the arbitrator shall be rendered as promptly as practicable (if possible no later than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled to set-off the amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter relating to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately determined to be entitled to be indemnified in respect of such Set-Off Claim under Section 8.02. The decision and award of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdiction. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment (the “Disallowed Requested Set-Off Payment”), the Purchaser shall have no right to withhold or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms of the Escrow Agreement. (g) If the arbitrator rules that the Purchaser is entitled to set-off all or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, or if the Requested Set-Off Payment has previously been deposited, retained, in the Escrow Account in accordance with the terms of the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d), or if the amount of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 prior to the date of the next Milestone Payment Date, the Purchaser shall deposit an amount equal to the Requested Set-Off Payment into an escrow account (the “Escrow Account”) on the Milestone Payment Date in accordance with the terms of the Escrow Agreement. Otherwise, the amount of the Allowed Requested Set-Off Payment shall be deposited by the Purchaser in the Escrow Account on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with the terms of the Escrow Agreement.

SET-OFF RIGHTS. (a) Other than as expressly provided in this Section 8.08, neither party hereto The Buyer shall have the right and is hereby authorized by the Company Equityholders at any right time and from time to set-time to withhold from, and set off and apply against, the payment of any amounts determined to be owed under this Agreement and all Milestone Consideration the amount of any Losses claimed in a Claim Notice delivered by the Buyer hereunder, including the Buyer’s good faith estimate of any Losses identified in such Claim Notice that have not been liquidated (including by an Indemnifying Party to any Indemnified Party amount so withheld pursuant to this Article VIII) against any amount payable by such party or any of its Affiliates pursuant to this AgreementSection 7.6, any of the Ancillary Agreements or otherwise“Set-Off Amount”). (b) The Purchaser shall be entitled If the Buyer exercises its rights pursuant to withhold Section 7.6(a) and setwithholds a Set-off against Off Amount from the Milestone Payments the amount payment of any Third Party Claim against a Purchaser Indemnified Party that has been made Milestone Consideration, the Buyer shall notify the Company Equityholder Representative thereof in writing and in respect of which (the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 of the Separation Agreement (a “Set-Off ClaimNotification”) subject no later than two (2) business days after the payment of such Milestone Consideration becomes due and payable pursuant to Section 1.15, which Set-Off Notification shall be accompanied by the terms of this Section 8.08applicable Claim Notice. (c) No set-off may be made unless If the Purchaser has provided a written notice of request (a “Request Notice”Buyer exercises its rights pursuant to Section 7.6(a) in respect of and withholds a Set-Off Amount from the payment of any Milestone Consideration with respect to any Losses specified in a Claim at least forty-five (45) days prior to Notice, then promptly following the date the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five (45) day period, in which case the Purchaser shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include (i) a description final resolution of the Purchaser’s good faith basis claim for determining that indemnification set forth in such Set-Off Claim gives rise to a right of indemnification under Section 8.02Notice, and (ii) the Purchaser’s good faith estimate of Buyer shall cause the amount of Loss reasonably likely Company Equityholders to be incurred by a Purchaser Indemnified Party in respect of such Set-Off Claim (paid the “Requested Set-Off Payment”). (d) If BSC does not deliver written notice to the Purchaser disputing a Set-Off Claim or the amount of a Requested Set-Off Paymentamount, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”)if any, by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of which the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of Amount exceeds the amount of the Requested Set-Off Payment in accordance with this Section 8.08. The decision of the arbitrator shall be rendered as promptly as practicable (if possible no later than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled Losses to set-off the amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter relating to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately which Buyer has been finally determined to be entitled to be indemnified in respect of connection with such Set-Off Claim under Section 8.02resolution. The decision and award of the arbitrator Such amount shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdiction. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment (the “Disallowed Requested Set-Off Payment”), the Purchaser shall have no right to withhold or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal paid to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms of the Escrow Agreement. (g) If the arbitrator rules that the Purchaser is entitled to set-off all or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, or if the Requested Set-Off Payment has previously been deposited, retainedCompany Equityholders, in the Escrow Account manner otherwise provided in accordance this Agreement for the making of Future Payments, together with interest from the terms of date the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d), or if the amount of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 prior respective Milestone Consideration was required to be paid to the date of the next Milestone Payment Date, the Purchaser shall deposit an amount payment under this Section 7.6(c) at a rate per annum equal to the Requested Set-Off Payment into an escrow account lesser of (i) the “Escrow Account”rate announced by Citibank N.A. from time to time as its base lending rate plus two percent (2%), compounded annually or (ii) on the Milestone Payment Date in accordance with the terms of the Escrow Agreement. Otherwise, the amount of the Allowed Requested Set-Off Payment shall be deposited maximum rate permissible by the Purchaser in the Escrow Account on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with the terms of the Escrow Agreementlaw.

SET-OFF RIGHTS. (a) Other than as expressly provided A Buyer Indemnified Party may only have the Right to Set Off of requisite amounts from the Buyer Notes in the event that Sellers so elect and the amount of indemnification to which an Indemnified Party shall be entitled under this Section 8.08ARTICLE 9 has been determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; or (ii) by any other means to which the Indemnified Party and the Indemnitor shall agree which shall include the final judgment or decree of a court when the time for appeal, neither party hereto if any, shall have any right to set-off any amounts expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. All Losses finally determined to be owed under this Agreement indemnified pursuant to ARTICLE 9 arising from a breach by the Company of a representation or warranty in ARTICLE 3 or a breach by the Company of any covenant prior to the Closing shall be shared amongst the Sellers in accordance with their Pro Rata Share of such Losses. Accordingly, each Seller must pay its Pro Rata Share of any Loss by one of two methods: (including i) at the election of such Seller, the Right of Set Off of requisite amounts from the Buyer Notes or by wire transfer of immediately available funds to an Indemnifying Party to any account or accounts specified by the Indemnified Party pursuant or (ii) solely in the event that no Buyer Notes are available for set off, the payment of such Seller’s Pro Rata Share by wire transfer of immediately available funds to this Article VIII) against any amount payable an account or accounts specified by such party or any the Indemnified Party, but in each case subject to the limitations herein set forth. Buyer’s exercise, if in good faith, of its Affiliates pursuant to this Agreement, any Right of Set Off will not constitute an event of default under the Ancillary Agreements or otherwiseBuyer Notes. (b) The Purchaser shall be entitled Neither the exercise of nor failure to withhold and set-off against the Milestone Payments the amount of any Third Party Claim against a Purchaser Indemnified Party that has been made in writing and in respect of which the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 of the Separation Agreement (a “Set-Off Claim”) subject to the terms of this Section 8.08. (c) No set-off may be made unless the Purchaser has provided a written notice of request (a “Request Notice”) in respect of a Set-Off Claim at least forty-five (45) days prior to the date the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five (45) day period, in which case the Purchaser shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include (i) a description of the Purchaser’s good faith basis for determining that such Set-Off Claim gives rise to a right of indemnification under Section 8.02, and (ii) the Purchaser’s good faith estimate of the amount of Loss reasonably likely to be incurred by a Purchaser Indemnified Party in respect of such Set-Off Claim (the “Requested Set-Off Payment”). (d) If BSC does not deliver written notice to the Purchaser disputing a Set-Off Claim or the amount of a Requested Set-Off Payment, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”), by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of the amount of the Requested Set-Off Payment in accordance with this Section 8.08. The decision of the arbitrator shall be rendered as promptly as practicable (if possible no later than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled to set-off the amount of the Requested Set-Off Payment exercise its rights under this Section 8.08, but not 9.7 will constitute an election of remedies or limit Buyer in respect any matter in the enforcement of any other matter relating remedies available to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately determined to be entitled to be indemnified in respect of such Set-Off Claim under Section 8.02. The decision and award of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdictionit. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment (the “Disallowed Requested Set-Off Payment”), the Purchaser shall have no right to withhold or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms of the Escrow Agreement. (g) If the arbitrator rules that the Purchaser is entitled to set-off all or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, or if the Requested Set-Off Payment has previously been deposited, retained, in the Escrow Account in accordance with the terms of the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d), or if the amount of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 prior to the date of the next Milestone Payment Date, the Purchaser shall deposit an amount equal to the Requested Set-Off Payment into an escrow account (the “Escrow Account”) on the Milestone Payment Date in accordance with the terms of the Escrow Agreement. Otherwise, the amount of the Allowed Requested Set-Off Payment shall be deposited by the Purchaser in the Escrow Account on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with the terms of the Escrow Agreement.

SET-OFF RIGHTS. (a) Other than as expressly provided Subject to the limitations in this Section 8.08Sections 7.5 and 7.7, neither party hereto the Buyer shall have any the right to set-off any amounts determined to be owed under this Agreement and is hereby authorized by the Company Equityholders (including for the avoidance of doubt, the holders of all Company Options) at any time and from time to time to withhold from, and set off and apply against, the payment of any and all Milestone Consideration (including, for the avoidance of doubt, the portion thereof payable to holders of Company Options) the amount of any Losses claimed in a Claim Notice delivered by an Indemnifying Party to the Buyer hereunder, including the Buyer’s good faith estimate of any Indemnified Party Losses identified in such Claim Notice that have not been liquidated (any amount so withheld pursuant to this Article VIII) against any amount payable by such party or any of its Affiliates pursuant to this AgreementSection 7.6, any of the Ancillary Agreements or otherwise“Set-Off Amount”). (b) The Purchaser shall be entitled If the Buyer exercises its rights pursuant to withhold Section 7.6(a) and setwithholds a Set-off against Off Amount from the Milestone Payments the amount payment of any Third Party Claim against a Purchaser Indemnified Party that has been made Milestone Consideration, the Buyer shall notify the Company Equityholder Representative thereof in writing and in respect of which (the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 of the Separation Agreement (a “Set-Off ClaimNotification”) subject no later than two (2) Business Days after the payment of such Milestone Consideration becomes due and payable pursuant to Section 1.15, which Set-Off Notification shall be accompanied by the terms of this Section 8.08applicable Claim Notice. (c) No set-off may be made unless If the Purchaser has provided a written notice of request (a “Request Notice”Buyer exercises its rights pursuant to Section 7.6(a) in respect of and withholds a Set-Off Amount from the payment of any Milestone Consideration with respect to any Losses specified in a Claim at least forty-five (45) days prior to Notice, then promptly following the date the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five (45) day period, in which case the Purchaser shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include (i) a description final resolution of the Purchaser’s good faith basis claim for determining that indemnification set forth in such Set-Off Claim gives rise to a right of indemnification under Section 8.02Notice, and (ii) the Purchaser’s good faith estimate of Buyer shall cause the amount of Loss reasonably likely Company Equityholders to be incurred by a Purchaser Indemnified Party in respect of such Set-Off Claim (paid the “Requested Set-Off Payment”). (d) If BSC does not deliver written notice to the Purchaser disputing a Set-Off Claim or the amount of a Requested Set-Off Paymentamount, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”)if any, by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of which the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of Amount exceeds the amount of Losses to which the Requested Set-Off Payment in accordance with this Section 8.08. The decision of the arbitrator shall be rendered as promptly as practicable (if possible no later than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled to set-off the amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter relating to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately Buyer has been finally determined to be entitled to be indemnified in respect of connection with such Set-Off Claim under Section 8.02. The decision and award of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdictionresolution. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment (the “Disallowed Requested Set-Off Payment”), the Purchaser shall have no right to withhold or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms of the Escrow Agreement. (g) If the arbitrator rules that the Purchaser is entitled to set-off all or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, or if the Requested Set-Off Payment has previously been deposited, retained, in the Escrow Account in accordance with the terms of the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d), or if the amount of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 prior to the date of the next Milestone Payment Date, the Purchaser shall deposit an amount equal to the Requested Set-Off Payment into an escrow account (the “Escrow Account”) on the Milestone Payment Date in accordance with the terms of the Escrow Agreement. Otherwise, the amount of the Allowed Requested Set-Off Payment shall be deposited by the Purchaser in the Escrow Account on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with the terms of the Escrow Agreement.

SET-OFF RIGHTS. (a) Other than as expressly provided in this Section 8.08Buyer on behalf of the Buyer Indemnified Parties, neither party hereto shall have any the right to set-off against the Deferred Compensation Payments or against any amounts determined payment owed to be owed Sellers under this the Transition Services Agreement (including by an Indemnifying Party but, except with respect to any Indemnified Party pursuant to this Article VIII) Agreed Claims, not against any amount payable by such party or any of its Affiliates pursuant to this Agreementthe Deferred Asset Consideration), any of the Ancillary Agreements or otherwise. and (b) The Purchaser Sellers on behalf of the Seller Indemnified Parties shall be entitled have the right to withhold and set-off against any payment owed to Buyer hereunder or under the Milestone Payments Transition Services Agreement, (i) the amount of any Third Party Claim against a Purchaser Agreed Claim, and (ii) amounts reasonably determined by Buyer or Seller Representative (as applicable) on behalf of such Indemnified Party that has been made in writing and Parties as necessary to satisfy then-pending claims in respect of which the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 rights of the Separation Agreement Buyer Indemnified Parties or Seller Indemnified Parties (a as applicable) under this ‎Article VIII (collectively, “Set-Off ClaimRights”) subject to ); provided, however, in the terms case of this Section 8.08. clause (c) No set-off may be made unless ii), that if an Indemnified Party’s entitlement to such indemnification is disputed by the Purchaser has provided a written notice of request (a “Request Notice”) in respect of a Indemnitor, the party executing such Set-Off Claim at least fortyRights must deposit such amounts in a third-five party escrow account governed by an escrow agreement by and between Buyer, Seller Representative and PNC Bank, N.A. (45or another financial institution which is mutually-agreeable to Buyer and Seller Representative) days prior to as escrow agent which provides for release of such amounts only upon the date joint written instructions of Buyer and the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless Seller Representative or the Purchaser first receives notice order of a Third Party Claim within final, non-appealable order of court of competent jurisdiction, and Buyer and Seller covenant to instruct the escrow agent thereunder to release such forty-five (45) day period, in which case the Purchaser shall give a Request Notice in respect amount upon its becoming an Agreed Claim. The exercise of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include (i) a description of the Purchaser’s good faith basis for determining that such Set-Off Claim gives rise to a right of indemnification under Section 8.02, and (ii) the Purchaser’s good faith estimate of the amount of Loss reasonably likely to be incurred Rights by a Purchaser Indemnified Party in respect of such Set-Off Claim (the “Requested Set-Off Payment”). (d) If BSC does not deliver written notice to the Purchaser disputing a Set-Off Claim Buyer or the amount of a Requested Set-Off Payment, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”), by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt Sellers in good faith to resolve their dispute in respect of the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of the amount of the Requested Set-Off Payment in accordance with this Section 8.08. The decision of ‎8.7, whether or not the arbitrator shall be rendered as promptly as practicable (if possible no later than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled to set-off the amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter relating to such Set-Off Claim, including whether any Purchaser Indemnified Party underlying claim is ultimately determined to be entitled to be indemnified in respect justified, will not constitute a breach by Buyer of such Set-Off Claim under Section 8.02. The decision and award of this Agreement or the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdiction. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment (the “Disallowed Requested Set-Off Payment”), the Purchaser shall have no right to withhold or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms of the Escrow Transition Services Agreement. (g) If the arbitrator rules that the Purchaser is entitled to set-off all or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, or if the Requested Set-Off Payment has previously been deposited, retained, in the Escrow Account in accordance with the terms of the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d), or if the amount of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 prior to the date of the next Milestone Payment Date, the Purchaser shall deposit an amount equal to the Requested Set-Off Payment into an escrow account (the “Escrow Account”) on the Milestone Payment Date in accordance with the terms of the Escrow Agreement. Otherwise, the amount of the Allowed Requested Set-Off Payment shall be deposited by the Purchaser in the Escrow Account on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with the terms of the Escrow Agreement.

SET-OFF RIGHTS. (a) Other than as expressly provided in this Section 8.08, neither party hereto Parent shall have any the right to setretain from the Earn-off any Out Amount that is payable (or issuable) hereunder: (i) the amounts finally determined to be owed (but unsatisfied) to Parent Indemnitees in respect of their indemnification rights under this Agreement Article X and (including by an Indemnifying Party ii) to any Indemnified Party the extent that the Earn-Out Amount is then due and payable but has not yet been fully satisfied pursuant to this Article VIII) against any amount payable by such party or any the terms of its Affiliates pursuant to this Agreement, amounts reasonably determined by Parent as necessary to satisfy then-pending claims brought by Parent in respect of indemnification rights under this Article X (Parent’s set-off rights under this Section 10.4(a) shall be referred to as the “Set-Off Rights” and any such amount of the Ancillary Agreements or otherwiseEarn-Out Amount so retained in accordance therewith shall be referred to as a “Set-Off Amount”). (b) The Purchaser shall be entitled If Parent exercises its Set-Off Rights under clause (ii) of Section 10.4(a), to withhold and setthe extent that an indemnity claim by Parent giving rise to its exercise of Set-off against the Milestone Payments the amount of any Third Party Claim against a Purchaser Indemnified Party that Off Rights has been made in writing and in respect of which the Purchaser has sought indemnification from BSC resolved in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 of the Separation Agreement (a “Set-Off Claim”) subject to the terms of this Section 8.08. (c) No set-off may be made unless Agreement and if the Purchaser has provided a written notice of request (a “Request Notice”) in respect of a Set-Off Claim at least forty-five (45) days prior Losses relating to the date the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five (45) day period, in which case the Purchaser shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include (i) a description of the Purchaser’s good faith basis for determining that such Set-Off Claim gives rise to a right of indemnification under Section 8.02, and (ii) the Purchaser’s good faith estimate of the amount of Loss reasonably likely claim by Parent are determined to be incurred by a Purchaser Indemnified Party in respect of such Set-Off Claim (the “Requested Set-Off Payment”). (d) If BSC does not deliver written notice to the Purchaser disputing a Set-Off Claim or the amount of a Requested Set-Off Payment, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”), by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of less than the Set-Off Claim. If they fail to resolve their dispute for any reason Amount, then, within ten (10) Business Days after BSC’s delivery following the determination thereof, Parent shall notify the Securityholders’ Representative of the Set-Off Dispute Notice such occurrence and Parent shall pay to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, Paying Agent for payment to the extent possible, rule E-10Stockholders and Non-Compensation). BSC or Employee Optionholders and to the Purchaser shall submit Surviving Corporation for payment to the dispute Employee Optionholders (and issue the applicable Earn-Out Shares to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of the amount of the Requested Set-Off Payment in accordance with this Section 8.08. The decision of the arbitrator shall be rendered as promptly as practicable (if possible no later than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled to set-off the amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter relating to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately determined to be entitled to be indemnified in respect of such Set-Off Claim under Section 8.02. The decision and award of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdiction. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment (the “Disallowed Requested Set-Off Payment”applicable Securityholders hereunder), the Purchaser shall have no right to withhold or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim andeach case, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms of the Escrow Agreement. Section 4.1, Section 4.2 and Section 5.2 when such payment (gand/or issuance) If the arbitrator rules that the Purchaser is entitled to set-off all or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold due and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, or if the Requested Set-Off Payment has previously been deposited, retained, in the Escrow Account owing in accordance with the terms hereof an amount (and/or number of applicable Earn-Out Shares) equal to the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d)Amount, or if less the amount of the Requested Set-Off Payment has not been finally determined in accordance with this Section 8.08 prior to the date of the next Milestone Payment Date, the Purchaser shall deposit an amount equal be owed to the Requested Set-Off Payment into an escrow account (the “Escrow Account”) on the Milestone Payment Date in accordance with the terms of the Escrow Agreement. Otherwise, the amount of the Allowed Requested Set-Off Payment shall be deposited by the Purchaser in the Escrow Account on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with the terms of the Escrow AgreementParent Indemnitee pursuant to such indemnity claim.

SET-OFF RIGHTS. (a) Other than as expressly provided in this Section 8.08, neither party hereto shall have any right to set-off any amounts determined Any payments required to be owed under this Agreement (including by an Indemnifying Party made to any Purchaser or a Purchaser Indemnified Party pursuant to this Article VIII) against any amount payable by such party or any of its Affiliates pursuant , except payments for claims based on fraud, shall be, with respect to this Agreement, any of the Ancillary Agreements or otherwise. (b) The Purchaser shall be entitled to withhold and set-off against the Milestone Payments the amount of any Third Party Claim against a Purchaser Indemnified Party that has been claims made in writing and in respect of which the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC solely under Section 14.06 of the Separation Agreement (a “Set-Off Claim”) subject to the terms of this Section 8.08. (c) No set-off may be made unless the Purchaser has provided a written notice of request (a “Request Notice”) in respect of a Set-Off Claim at least forty-five (45) days prior to the date the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five (45) day period, in which case the Purchaser shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include clauses (i) a description of the Purchaser’s good faith basis for determining that such Set-Off Claim gives rise to a right of indemnification under Section 8.02, and (ii) of Section 8.2(a), solely and exclusively funded by the Purchaser’s good faith estimate of right to set-off the Deferred Payment and, with respect to any other claim made under Section 8.2(a), (b) or (c), exclusively funded by the Purchaser’s right first to set-off the Deferred Payment with any balance to be funded by Purchaser’s right to set-off the Earnout Payment. If (i) the Selling Unit Holder Indemnifying Party shall not have objected to the amount of Loss reasonably likely to be incurred claimed by a Purchaser Indemnified Party in for indemnification with respect to any Loss or (ii) the Selling Unit Holder Indemnifying Party shall have delivered notice of such Set-Off Claim (the “Requested Set-Off Payment”). (d) If BSC does not deliver written notice its disagreement as to the Purchaser disputing a Set-Off Claim or the amount of a Requested Set-Off Paymentany indemnification requested by such Purchaser Indemnified Party and either (A) the Selling Unit Holder Indemnifying Party, which notice on the one hand, and, Purchaser, on the other hand, shall describe have, subsequent to the basis for BSC’s dispute giving of such Set-Off Claim (a “Set-Off Dispute Notice”)notice, by 5:00 p.m. New York time on mutually agreed that the tenth (10th) Business Day after BSC’s receipt of the Request Notice, thenSelling Unit Holder Indemnifying Party is obligated to indemnify such Purchaser Indemnified Party, as of the Business Day following case may be, for a specified amount or (B) a final nonappealable award shall have been issued by the end of court having jurisdiction over the matters relating to such 10 Business Day periodclaim by a Purchaser Indemnified Party for indemnification from the Selling Unit Holder Indemnifying Party, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d)shall, BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice subject to the Purchaserlimitations contained in this Article VIII, have the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled right to set-off all or any portion of against Purchaser’s payment obligations with respect to the Deferred Payment the amount of the Requested Set-Off Payment in accordance with this Section 8.08. The decision of the arbitrator shall determined to be rendered as promptly as practicable (if possible no later than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether owed to the Purchaser Indemnified Party under this Article VIII (any such amount, a “DP Setoff Amount”) and, in the event that the aggregate amount determined to be owed to all Purchaser Indemnified Parties under this Article VIII exceeds $112,500,000, Purchaser shall be entitled have the right, for claims other than under clauses (i) and (ii) of Section 8.2(a) and subject to the other limitations contained in this Article VIII, to set-off against Purchaser’s payment obligations with respect to the Earnout Payment such excess amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter relating to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately determined to be entitled owed to be indemnified in respect of such Set-Off Claim under Section 8.02. The decision and award of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdiction. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold Indemnified Parties under this Article VIII (any such excess amount, a “EO Setoff Amount” and set-off all or any portion of collectively with the Requested Set-Off Payment against the next Milestone Payment (DP Setoff Amount, the “Disallowed Requested Set-Off PaymentSetoff Amount”), the Purchaser shall have no right in each case pursuant to withhold or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account and in accordance with the terms and conditions of this Article VIII. With respect to any claim for indemnification requested by a Purchaser Indemnified Party prior to the applicable Cut-Off Date or, in any event, the Earnout Due Date which is not finally resolved pursuant to clause (i) or (ii) of the Escrow Agreement. (g) If the arbitrator rules that the Purchaser is entitled to set-off all or any portion immediately proceeding sentence as of the Requested Set-Off due date of the Deferred Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off or Earnout Payment”), the as applicable, Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and from the amount of the Allowed Requested Set-Off Deferred Payment may be depositedor Earnout Payment, or if as applicable, an amount equal to the Requested Set-Off Payment has previously been depositedaggregate amount of such disputed claims; provided, retainedhowever, in the Escrow Account that any amounts withheld shall accrue interest pursuant to and in accordance with the terms of Section 2.2(c)(iv) (with respect to amounts withheld from the Escrow AgreementDeferred Payment) or Section 2.3(l) (with respect to amounts withheld from the Earnout Payment), as applicable. (hi) If BSC has not delivered In the case of any amount of indemnity determined to be payable as a Set-Off Dispute Notice result of any claim in respect of a Loss arising under clause (i), (ii), (v), (vi), (vii), (viii) or (ix) of Section 8.2(a) or clause (i) of Section 8.2(b), the Setoff Amount shall be setoff against the Deferred Payment and Earnout Payment, if applicable, payable to all of the Selling Unit Holders pro rata based on each Selling Unit Holder’s Ownership Percentage (subject, in case of claims in respect of a Loss arising under clauses (i) and (ii) and (ix) of Section 8.2(a), to the limitations contained in Section 8.4(a)). (ii) In the case of any amount of indemnity determined to be payable as a result of any claim in respect of a Loss arising under clause (iii) or (iv) of Section 8.2(a), the Setoff Amount shall be setoff solely against the Deferred Payment and Earnout Payment, if applicable, payable to the breaching Selling Unit Holder responsible for such claim. (iii) In the case of any amount of indemnity determined to be payable as a result of any claim in respect of a Loss arising under clause (ii) of Section 8.2(b), the Setoff Amount shall be setoff solely against the amount of the Deferred Payment and Earnout Payment, if applicable, payable to the Questor Members and the Blocker Parties pro rata amongst the Questor Members and the Blocker Parties based on their Ownership Percentage. (iv) In the case of any amount of indemnity determined to be payable as a result of any claim in respect of a Loss arising under clause (iii) of Section 8.2(b), the Setoff Amount shall be setoff solely against the amount of the Deferred Payment and Earnout Payment, if applicable, payable to Regent. (v) In the case of any amount of indemnity determined to be payable as a result of any claim in respect of a Loss arising under Section 8.2(c), the Setoff Amount shall be setoff solely against the amount of the Deferred Payment and Earnout Payment, if applicable, payable to the Blocker Parties. (b) For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the parties agree that the right of the Purchaser Indemnified Parties to indemnification pursuant to this Article VIII shall expire on the Earnout Due Date and, other than with respect to claims validly pending as of such date in accordance with Section 8.08(d8.6(a), or if the amount of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 prior to the date of the next Milestone Payment Date, the Purchaser shall deposit an amount equal to the Requested Set-Off Payment into an escrow account (the “Escrow Account”) on the Milestone Payment Date in accordance with the terms of the Escrow Agreement. Otherwise, the amount of the Allowed Requested Set-Off Payment no amounts shall be deposited owed by the Purchaser in Selling Unit Holders after the Escrow Account on such date. The Requested Set-Off Payment Earnout Due Date (whether by setoff or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with the terms of the Escrow Agreementotherwise).

SET-OFF RIGHTS. Each of the Creditor and Debtor hereby acknowledges and agrees that the Buyer and/or any of the Buyer Indemnified Parties may satisfy any claims arising pursuant to Section 2.5(a) and/or Article VIII of the SPA, subject to the following terms and conditions: (a) Other than as expressly provided in this Section 8.08, neither party hereto The Debtor shall have any the right to set-off any amounts determined owed to be owed under this Agreement (including by an Indemnifying Party to the Buyer and/or any Buyer Indemnified Party pursuant to this Section 2.5(a) and/or Article VIII) VIII of the SPA against any unpaid amount due or payable by such party or any of its Affiliates pursuant to this Agreement, any of the Ancillary Agreements or otherwiseCreditor hereunder. (b) The Purchaser If Debtor (on behalf of Buyer or any Buyer Indemnified Party (as applicable)) elects to exercise a right of set-off, it shall be entitled on the date such right is exercised provide the Creditor notice of such exercise, identify the amounts owed to withhold the Buyer and/or any Buyer Indemnified Party pursuant to Section 2.5(a) and/or Article VIII of the SPA, identify the facts or events giving rise to the so-notified claim, and identify how it intends to apply such set-off against the Milestone Payments the amount of any Third Party Claim against a Purchaser Indemnified Party that has been made in writing and in respect of which the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 of the Separation Agreement (a “Set-Off Claim”) subject amounts to the terms of unpaid amount under this Section 8.08Note. (c) No If the Creditor objects to any aspect of the notice provided pursuant to Section 7(b) above, and the parties hereto are unable to resolve such disagreement within five (5) Business Days, each of the parties hereto agrees to submit to binding arbitration to determine if, and only if, the Buyer and/or any relevant Buyer Indemnified Party has a valid and applicable set-off may be made unless right, and the Purchaser has provided a written notice amount of request (a “Request Notice”) in respect of a Set-Off Claim at least forty-five (45) days prior to the date the Purchaser is required to make a Milestone Payment such applicable offset, pursuant to Section 2.04 2.5(a) and/or Article VIII of the SPA (a the “Milestone Payment DateArbitration Issue”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five . (45d) day period, in which case the Purchaser shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event No later than five (5) Business Days) following receipt of such notice. The Request Notice shall include (i) a description Days after the date of the PurchaserCreditor’s good faith basis for determining that such Set-Off Claim gives rise to a right of indemnification under Section 8.02, and (ii) the Purchaser’s good faith estimate of the amount of Loss reasonably likely to be incurred by a Purchaser Indemnified Party in respect of such Set-Off Claim (the “Requested Set-Off Payment”). (d) If BSC does not deliver written notice to the Purchaser disputing a Set-Off Claim or Debtor of its desire to submit the amount of a Requested Set-Off Payment, which notice shall describe Arbitration Issue to arbitration pursuant to Section 7(c) above (the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute NoticeRequest Date”), by 5:00 p.m. New York time on the tenth parties shall appoint a single arbitrator (10ththe “Arbitrator”) that is mutually agreeable to the parties. If the parties shall fail to agree upon the appointment of the Arbitrator within five (5) Business Day Days after BSC’s receipt the Request Date, then the parties shall request that the Miami office of the Request Notice, then, as of American Arbitration Association select the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of the Set-Off Claim. If they fail to resolve their dispute for any reason within Arbitrator no later than ten (10) Business Days after BSC’s delivery the Request Date. The Arbitrator shall be impartial and unrelated, directly or indirectly, so far as employment or services is concerned to either of the Set-Off Dispute Notice parties or to any Affiliate or to any person directly or indirectly related to the Purchaser, parties or to any Affiliate. The Arbitrator shall have substantial knowledge and experience in the dispute area of financial accounting and corporate acquisition transactions. The arbitration proceeding shall otherwise be arbitrated in Wilmington, Delaware governed by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in force. The place of arbitration shall be Miami, Florida. (e) The Arbitrator shall investigate the facts and, within five (5) Business Days of the date that the Arbitrator is appointed (the “Appointment Date”), the parties and the expedited procedures thereof (other thanArbitrator shall hold a hearing at which the parties may present evidence and arguments, be represented by counsel and conduct cross-examination. In determining any question, matter or dispute relating to the extent possibleArbitration Issue, rule E-10-Compensation)the Arbitrator shall apply the provisions of the SPA and this Note, without varying therefrom in any respect. BSC The Arbitrator shall not have the power to add to, modify or change any of the provisions of this Note, the SPA or the Purchaser shall submit APA (as applicable), or consider any issue other than the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of the amount of the Requested Set-Off Payment in accordance with this Section 8.08Arbitration Issue. The Arbitrator shall render a written decision of that relates specifically and exclusively to the arbitrator shall be rendered as promptly as practicable (if possible Arbitration Issue no later than thirty five (305) days) days after the appointment first day of the arbitratorhearing. If the Arbitrator decides in favor of Buyer or the relevant Buyer Indemnified Party with respect to the Arbitration Issue, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser Debtor shall be entitled to (i) invoke the rights of set-off set forth in this Section 12. If the amount Arbitrator decides in favor of Creditor, the Debtor shall pay the amounts due under this Note without any deduction, set-off or counterclaim. Each party hereto shall be responsible for its own costs and expenses relating to any arbitration of the Requested Set-Off Payment under Arbitration Issue described in this Section 8.08Section; provided, but not in respect however, that upon the final outcome of any other matter relating to such Set-Off Claimarbitration, including whether any Purchaser Indemnified Party is ultimately determined to the prevailing party shall be entitled to be indemnified reimbursement from the non-prevailing party (or parties) for reasonable costs and expenses (including, without limitation, reasonable attorney’s fees) incurred in respect of such Set-Off Claim under Section 8.02. The decision and award connection with the arbitration of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdictionArbitration Issue. (f) If The Buyer’s and/or the arbitrator rules that Buyer Indemnified Parties’ election not to exercise any offset shall not be prejudiced by the Set-Off Claim is not a claim that entitles right to seek immediate indemnification subject to the Purchaser to withhold and set-off all or any portion provisions of the Requested Set-Off Payment against SPA and/or the next Milestone Payment APA (the “Disallowed Requested Set-Off Payment”as applicable), the Purchaser shall have no right to withhold or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms of the Escrow Agreement. (g) If On the arbitrator rules that the Purchaser is entitled to set-off all or Maturity Date, Debtor shall pay any portion of the Requested Set-Off Payment in respect of such Set-Off Claim outstanding amounts under this Note, less: (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and i) the amount of any unpaid Losses due under Section 2.5(a) of the Allowed Requested Set-Off Payment may SPA and Article VIII of the SPA; and (ii) the amount subject to any Proceedings under Article VIII of the SPA. The amount subject to any such Proceedings shall be depositedkept in escrow under an escrow agreement to be mutually agreed upon by the parties involved, or if and any eventual dispute regarding the Requested Set-Off Payment has previously been depositedamount to be withheld, retainedshall be resolved as provided, mutatis mutandis, in the Escrow Account in accordance with the terms of the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d7(c), or if the amount Section 7(d) and Section 7(e) of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 prior to the date of the next Milestone Payment Date, the Purchaser shall deposit an amount equal to the Requested Set-Off Payment into an escrow account (the “Escrow Account”) on the Milestone Payment Date in accordance with the terms of the Escrow Agreement. Otherwise, the amount of the Allowed Requested Set-Off Payment shall be deposited by the Purchaser in the Escrow Account on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with the terms of the Escrow AgreementNote.

SET-OFF RIGHTS. (a) Other than as expressly provided in The Seller and each Shareholder specifically agree that, subject to subsections (b) and (c) of this Section 8.089.4, neither party hereto shall have any right to set-off any amounts determined to be owed under this Agreement claims for indemnification by the Purchaser against the Seller or the Shareholders (including by an Indemnifying Party to any Indemnified Party pursuant to this Article VIII) against any amount payable by such party or any of its Affiliates them) hereunder shall be satisfied solely against the Escrow Fund pursuant to this the Escrow Agreement, any except with respect to a breach of Sections 5.14(b), 5.17, 5.20, 5.27 and 11.8 hereof. Any claim made against the Escrow Fund shall be applied pari passu against the cash portion of the Ancillary Agreements or otherwiseEscrow Fund and the AVTEAM Shares in the Escrow Fund until all cash is exhausted, after which any remaining Losses will be discharged against the remaining AVTEAM Shares. (b) The Purchaser shall be entitled to withhold and set-off against the Milestone Payments the amount of any Third Party Claim against a Purchaser Indemnified Party that has been made in writing and in respect of which the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 of the Separation Agreement (a “Set-Off Claim”) subject to the terms of this Section 8.08. (c) No set-off may be made unless the Purchaser has provided a written notice of request (a “Request Notice”) in respect of a Set-Off Claim at least forty-five (45) days prior to the date the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five (45) day period, in which case the Purchaser shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include (i) a description of the Purchaser’s good faith basis for determining that such Set-Off Claim gives rise to a right of indemnification under Section 8.02, and (ii) the Purchaser’s good faith estimate of the amount of Loss reasonably likely to be incurred by a Purchaser Indemnified Party in respect of such Set-Off Claim (the “Requested Set-Off Payment”). (d) If BSC does Shareholders not deliver written notice to the Purchaser disputing a Set-Off Claim or the amount of a Requested Set-Off Payment, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”), by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of the amount of the Requested Set-Off Payment in accordance with this Section 8.08. The decision of the arbitrator shall be rendered as promptly as practicable (if possible no later less than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled to set-off the amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter relating to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately determined to be entitled to be indemnified in respect of such Set-Off Claim under Section 8.02. The decision and award of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdiction. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment ' notice (the “Disallowed Requested Set-Off Payment”), the Purchaser shall have no right "AVTEAM Notice") of its intention to withhold deduct or set-off the Disallowed Requested Set-Off Payment any amounts pursuant to this Section 9.4, including in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at notice a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms description of the Escrow Agreement. (g) Purchaser's indemnification claim. If none of the arbitrator rules that the Purchaser is entitled Shareholders object in writing to such deduction or set-off all or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, or if the Requested Set-Off Payment has previously been deposited, retained, in the Escrow Account in accordance with the terms of the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d), or if the amount of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 at least two business days prior to the date of the next Milestone Payment Date, proposed set-off set forth in the Purchaser shall deposit an amount equal to AVTEAM Notice (the Requested "Set-Off Payment into an Date"), then such proposed deduction or set-off shall become effective on such date and shall not be subject to further review, challenge or adjustment, absent fraud. (c) If any of the Shareholders timely object in writing to the set-off proposed in the AVTEAM Notice, and if the Purchaser and the objecting Shareholder(s) are unable to resolve such dispute on or prior to the Set-Off Date, then (i) the proposed deduction or set-off shall be effective only as to undisputed amounts, and (ii) any disputed amounts shall be retained in escrow account (to be held and disbursed by the “Escrow Account”) on the Milestone Payment Date Agent in accordance with the terms of the Escrow Agreement. OtherwiseIn the event that a dispute among the parties arises pursuant to this Section 9.4(c), the amount of party who is later determined to have been in error in attempting to enforce or dispute the Allowed Requested Setpayment or set-Off Payment off shall be deposited (i) pay the reasonable legal and accounting fees, costs and expenses incurred by the Purchaser prevailing party in the Escrow Account on presenting, arguing and resolving such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with the terms of the Escrow Agreementdispute.

SET-OFF RIGHTS. (a) Other than as expressly provided in this Section 8.08, neither party hereto Xxxxx Member shall have any the right to set-off any amounts determined to be owed under this Agreement (including by an Indemnifying Party to any Indemnified Party pursuant to this Article VIII) against any amount due to A&A Members under Section 8.1(f), any amount of indemnified Mature Losses (as that term is defined in the Purchase Agreement) due to Xxxxx Member, provided that Xxxxx Member (i) has complied with the requirements of Section 10.6 of the Purchase Agreement, and (ii) has provided the A&A Members with twenty (20) days advance written notice of its intent to exercise its set off rights hereunder; provided, further, that Rieke Member may, during the pendency of such advance notice period, withhold any amounts otherwise due to A&A Members that are subject to such set-off rights. Subject to the preceding sentence, Xxxxx Member may offset and apply any sums payable by such party Xxxxx Member in connection with the exercise of the Put or any of its Affiliates pursuant Call under Section 8.1 to this Agreement, any of the Ancillary Agreements A&A Members hereunder against any indemnified Mature Losses that are then outstanding and owed to Xxxxx Member, which right shall not limit Xxxxx Member’s other rights and remedies provided for herein, in the Purchase Agreement or otherwiseotherwise at law or in equity. (b) The Purchaser Xxxxx Member shall be entitled further have the right to withhold and set-off against the Milestone Payments the amount of any Third Party Claim against a Purchaser Indemnified Party that has been made in writing and in respect of which the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 of the Separation Agreement (a “Set-Off Claim”) subject to the terms of this Section 8.08. (c) No set-off may be made unless the Purchaser has provided a written notice of request (a “Request Notice”) in respect of a Set-Off Claim at least forty-five (45) days prior to the date the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five (45) day period, in which case the Purchaser shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include (i) on any amount due to A&A Members under Section 8.1(f), if Xxxxx Member has a description claim for indemnification for Indemnified Losses related to a breach of Section 5.20 of the Purchaser’s good faith basis for determining that such Set-Off Claim gives rise to a right Purchase Agreement (Tax Reps) or Section 9.9 of indemnification under Section 8.02, and the Purchase Agreement (Tax Matters Covenant); or (ii) the Purchaser’s good faith estimate on any amount due to A&A Members under Section 8.1(f) in connection with a Final Exercise, if Xxxxx Member has an outstanding claim for indemnification for Indemnified Losses under Article 10 of the amount of Loss reasonably likely to be incurred by a Purchaser Indemnified Party in respect of such Set-Off Claim (the “Requested Set-Off Payment”). (d) If BSC does not deliver written notice to the Purchaser disputing a Set-Off Claim or the amount of a Requested Set-Off Payment, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”), by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of the amount of the Requested Set-Off Payment in accordance with this Section 8.08Purchase Agreement. The decision of the arbitrator shall be rendered as promptly as practicable (if possible no later than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled to set-off the amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter relating to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately determined to be entitled to be indemnified in respect of such Set-Off Claim under Section 8.02. The decision and award of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdiction. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment (the “Disallowed Requested Set-Off Payment”), the Purchaser shall have no right to withhold or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms of the Escrow Agreement. (g) If the arbitrator rules that the Purchaser is entitled to set-off all or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser Xxxxx Member shall have the right to withhold and payment on shall not exceed the amount of Xxxxx Member’s pending claim for Indemnified Losses subject to indemnification under Article 10 of the Purchase Agreement. Following the resolution of Xxxxx Member’s claim(s), Xxxxx Member shall have the right to set-off provided in Section 9.4(a) hereof, the amount due to Xxxxx Member in connection with its claim against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, payment withheld by Xxxxx Member under this Section 9.4(b) and against any other sums payable by Xxxxx Member in connection with the exercise of the Put or if Call under Section 8.1 to any of the Requested Set-Off Payment has previously been deposited, retained, in the Escrow Account A&A Members hereunder. Xxxxx Member’s right to withhold payment in accordance with the terms preceding sentences shall terminate following the resolution of Xxxxx Member’s claim and its set-off of the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d)amount due, or if the amount of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 prior to the date of the next Milestone Payment Dateany, the Purchaser shall deposit an amount equal to the Requested Set-Off Payment into an escrow account (the “Escrow Account”) on the Milestone Payment Date in accordance with the terms of the Escrow Agreement. Otherwise, the amount of the Allowed Requested Set-Off Payment shall be deposited by the Purchaser in the Escrow Account on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with the terms of the Escrow Agreementpreceding sentence.

SET-OFF RIGHTS. (a) Other than as expressly provided in this Section 8.08, neither party hereto Buyer shall have a direct right of setoff against Buyer’s obligation to pay or issue the Subsequent Consideration to satisfy any indemnification obligations of the Sellers hereunder. To the extent that Buyer elects to pay any portion of the Subsequent Consideration in cash, any right to set-off any amounts determined to be owed under this Agreement (including by an Indemnifying Party to any Indemnified Party of setoff pursuant to this Article VIII) Section 13.7 shall be first applied against any amount payable by such party or any of its Affiliates pursuant to this Agreement, any cash portion of the Ancillary Agreements Subsequent Consideration, if any. To the extent that such cash portion of the Subsequent Consideration, if any, is insufficient to satisfy Buyer’s direct right of setoff, Buyer may setoff any remaining Damages against the Shares that would otherwise be issued as Subsequent Consideration. For the purposes hereof, the number of Shares to be applied to any such obligation shall be a number equal to the amount of Damages divided by the greater of: (i) the product of the average closing price on NASDAQ for the Common Stock for the five (5) Business Days prior to Closing times 0.60; or otherwise(ii) the average closing price on NASDAQ for the Common Stock for the thirty (30) Business Days prior to prior to the date that is the earlier to occur of: (y) the date the Seller Representative delivers to the Buyer a Response that does not reflect a Dispute with respect to such Claim Notice and (z) the Triggering Date. (b) The Purchaser If the Buyer is entitled to be indemnified pursuant to Section 13.1(a) or (b) prior to the Triggering Date, then any Damages thereunder to be indemnified shall be entitled satisfied solely by reducing the Subsequent Consideration to withhold and set-off against the Milestone Payments be issued or paid hereunder by the amount calculated pursuant to Section 13.7(a); provided, however, that the limitation to the right of setoff set forth in this Section 13.7(b) shall not apply to any Damages arising as a result of any Third Party Claim against a Purchaser Indemnified Party that has been made in writing and in respect of which the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) fraudulent misrepresentation, or the amount misrepresentation, breach or inaccuracy of any payment due by BSC under Section 14.06 of the Separation Agreement (a “Set-Off Claim”) subject to the terms of this Section 8.08Excluded Warranty Claims. (c) No set-off may be Notwithstanding any other provision of this Agreement, with respect to claims made unless pursuant to Sections 13.1(c)-(f), and in the Purchaser has provided a written notice case of request any fraudulent misrepresentation and misrepresentations, breaches or inaccuracies of the Excluded Warranty Claims (a “Request Notice”) other than misrepresentations, breaches or inaccuracies of the representations set forth in respect of a Set-Off Claim at least forty-five (45) days Section 3.7 and indemnification pursuant or relating to Section 10.3(c)), prior to the date Triggering Date, the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five (45) day period, in which case the Purchaser shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include Buyer shall: (i) a description of the Purchaser’s good faith basis for determining that such Set-Off Claim gives rise look first to a its direct right of indemnification under setoff set forth in this Section 8.0213.7 for recourse if and to the extent that there is sufficient unissued or unpaid Subsequent Consideration available to satisfy such claim, and and (ii) have recourse directly against the Purchaser’s good faith estimate Sellers for amounts in excess of the amount actual dollar value of Loss reasonably likely to be incurred by a Purchaser Indemnified Party Damages recovered through the direct right of setoff set forth in respect of such Set-Off Claim (the “Requested Set-Off Payment”)this Section 13.7. (d) If BSC does not deliver written notice Notwithstanding any other provision of this Agreement, with respect to misrepresentations, breaches, or inaccuracies of the Purchaser disputing a Set-Off Claim representations set forth in Section 3.7, and indemnification obligations of Sellers pursuant or the amount of a Requested Set-Off Payment, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”relating to Section 10.3(c), by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt Buyer may, but shall not be obligated to, exercise its direct right of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment setoff set forth in this Section 13.7 before seeking recourse directly against the next Milestone Payment in accordance with Section 8.08(h)Sellers. (e) If BSC delivers Notwithstanding any other provision of this Agreement, if a Set-Off Dispute Notice exists which has not been finally resolved as of the Triggering Date, Buyer shall be entitled to exercise its direct right of setoff against its obligation to issue or pay the Subsequent Consideration with respect to the aggregate Damages specified in such Claim Notice, pending final resolution of such Dispute. (f) In accordance with Section 8.08(d13.4(f), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware indemnification payments made by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of reducing the amount of the Requested Set-Off Payment Deferred Consideration in accordance with this Section 8.08. The decision of the arbitrator shall be rendered treated by all parties as promptly as practicable (if possible no later than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled to set-off the amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter relating to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately determined to be entitled to be indemnified in respect of such Set-Off Claim under Section 8.02. The decision and award of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdiction. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment (the “Disallowed Requested Set-Off Payment”), the Purchaser shall have no right to withhold or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal adjustment to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms of the Escrow AgreementPurchase Price hereunder. (g) If the arbitrator rules that the Purchaser is entitled to set-off all or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, or if the Requested Set-Off Payment has previously been deposited, retained, in the Escrow Account in accordance with the terms of the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d), or if the amount of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 prior to the date of the next Milestone Payment Date, the Purchaser shall deposit an amount equal to the Requested Set-Off Payment into an escrow account (the “Escrow Account”) on the Milestone Payment Date in accordance with the terms of the Escrow Agreement. Otherwise, the amount of the Allowed Requested Set-Off Payment shall be deposited by the Purchaser in the Escrow Account on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with the terms of the Escrow Agreement.

SET-OFF RIGHTS. (a) Other than as expressly provided in this Section 8.08Notwithstanding anything herein to the contrary, neither party hereto each of the Shareholders agrees that SafeNet shall have the right, but not the obligation, to set-off against the Contingent Purchase Price the full amount of any Adverse Consequences required to be paid by the Shareholders pursuant to this Article 8. (b) With respect to the right to set-off any amounts determined under Section 8.5(a), SafeNet shall have the right to be owed under this Agreement (including by an Indemnifying Party to any Indemnified Party pursuant to this Article VIII) against any amount payable by such party or any of its Affiliates pursuant to this Agreement, any of the Ancillary Agreements or otherwise. (b) The Purchaser shall be entitled to withhold and set-off against the Milestone Payments the full amount of any Third Party Claim against a Purchaser Indemnified Party that has been made in writing and in respect of which the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 of the Separation Agreement (a “Set-Off Claim”) subject to the terms of this Section 8.08Contingent Purchase Price. (c) No If SafeNet elects to exercise its set-off may be made unless rights hereunder, it will give the Purchaser has provided a Shareholders’ Representative written notice of request such election, which shall include the amount to be set-off and a description of the factual basis for such set-off. In the event that the Shareholders’ Representative shall object in writing to any such notice of set-off hereunder within fifteen (a “Request Notice”) in respect of a Set-Off Claim at least forty-five (4515) days prior of receipt thereof, SafeNet shall make available such information to the date Shareholders’ Representative as is reasonably necessary for the Purchaser is required Shareholders’ Representative to make investigate such claim, and the Shareholders’ Representative and SafeNet shall attempt in good faith for fourteen (14) days after receipt of such written objection to agree upon the rights of the respective Parties with respect to each of such claims. If the Shareholders’ Representative and SafeNet should so agree, a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless memorandum setting forth such agreement shall be prepared and signed by the Purchaser first receives notice of a Third Party Claim Shareholders’ Representative and SafeNet. If the Shareholders’ Representative and SafeNet cannot agree within such forty-five fourteen (4514) day period, in the Shareholders’ Representative and SafeNet shall be free to pursue such remedies as may be available to it under contract or applicable law. In the event there is a final determination by a court of competent jurisdiction that SafeNet was not entitled to indemnification under Section 8.5(b) with respect to any set-off amount or the parties so agree, SafeNet shall promptly thereafter deliver to the Shareholders all such amounts which case the Purchaser shall give a Request Notice in respect of such Setare so determined to have been incorrectly set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include off, together with (i) interest on such amounts at a description rate equal to the “prime” rate of interest published in The Wall Street Journal at the Purchaser’s good faith basis time of such final determination, which interest shall be calculated from the date the Earnout Consideration was first due (the Parties agreeing that the aggregate value of shares of SafeNet Common Stock improperly set-off shall be deemed to be the Earnout Stock Consideration for determining that such Set-Off Claim gives rise to a right purposes of indemnification under Section 8.02, calculating interest); and (ii) the Purchaser’s good faith estimate reasonable fees and disbursements of the amount of Loss reasonably likely to be incurred by a Purchaser Indemnified Party in respect of such Set-Off Claim (the “Requested Set-Off Payment”). (d) If BSC does not deliver written notice to the Purchaser disputing a Set-Off Claim or the amount of a Requested Set-Off Paymentattorneys, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”), by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold accountants and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of the amount of the Requested Set-Off Payment in accordance with this Section 8.08. The decision of the arbitrator shall be rendered as promptly as practicable (if possible no later than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled to set-off the amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter professional advisors relating to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately determined to be entitled to be indemnified in respect of such Set-Off Claim under Section 8.02. The decision and award of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdiction. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment (the “Disallowed Requested Set-Off Payment”), the Purchaser shall have no right to withhold or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms of the Escrow Agreement. (g) If the arbitrator rules that the Purchaser is entitled to set-off all or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, or if the Requested Set-Off Payment has previously been deposited, retained, in the Escrow Account in accordance with the terms of the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d), or if the amount of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 prior to the date of the next Milestone Payment Date, the Purchaser shall deposit an amount equal to the Requested Set-Off Payment into an escrow account (the “Escrow Account”) on the Milestone Payment Date in accordance with the terms of the Escrow Agreement. Otherwise, the amount of the Allowed Requested Set-Off Payment shall be deposited determination incurred by the Purchaser in the Escrow Account on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with the terms of the Escrow AgreementShareholders’ Representative.

SET-OFF RIGHTS. (a) Other than as expressly provided in Each Stockholder specifically agrees that, subject to paragraphs (b) and (c) of this Section 8.08, neither party hereto shall have 9.05 (i) any right to set-off any amounts determined to be owed under this Agreement claims for indemnification by the Buyer against the Stockholders (including by an Indemnifying Party to any Indemnified Party pursuant to this Article VIII) against any amount payable by such party or any of its Affiliates them) hereunder may be satisfied against the Escrow Fund pursuant to this the Escrow Agreement, any and (ii) that, to the extent that there remain unsatisfied indemnification claims after the deductions and set-offs described above, the Buyer shall have full recourse against each of the Ancillary Agreements Stockholders (including their assets of whatsoever kind or otherwisenature) for payment of such indemnification claims, subject to Section 9.04(v) hereof. (b) The Purchaser Buyer shall be entitled give Stockholders not less than fifteen (15) days' notice (the "Buyer's Notice") of its intention to withhold and deduct or set-off against the Milestone Payments the amount of any Third Party Claim against amounts pursuant to this Section 9.05, including in such notice a Purchaser Indemnified Party that has been made in writing and in respect of which the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 description of the Separation Agreement Buyer's indemnification claim. If none of the Stockholders object to such deduction or set-off at least two business days prior to the date of the proposed set-off set forth in the Buyer's Notice (a “the "Set-Off Claim”) Date"), then such proposed deduction or set-off shall become effective on such date and shall not be subject to the terms of this Section 8.08further review, challenge or adjustment absent fraud. (c) No If any of the Stockholders timely object to the set-off may be made unless proposed in the Purchaser has provided a written notice of request (a “Request Buyer's Notice”, and if the Buyer and the objecting Seller(s) in respect of a are unable to resolve such dispute on or prior to the Set-Off Claim at least forty-five (45) days prior to the date the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five (45) day period, in which case the Purchaser shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include then (i) a description of the Purchaser’s good faith basis for determining that such Setproposed deduction or set-Off Claim gives rise off shall be effective only as to a right of indemnification under Section 8.02undisputed amounts, and (ii) the Purchaser’s good faith estimate of the amount of Loss reasonably likely to be incurred by a Purchaser Indemnified Party in respect of such Set-Off Claim (the “Requested Set-Off Payment”). (d) If BSC does not deliver written notice to the Purchaser disputing a Set-Off Claim or the amount of a Requested Set-Off Payment, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”), by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser any undisputed amounts shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of the amount of the Requested Set-Off Payment in accordance with this Section 8.08. The decision of the arbitrator shall be rendered as promptly as practicable (if possible no later than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled to set-off the amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter relating to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately determined to be entitled to be indemnified in respect of such Set-Off Claim under Section 8.02. The decision and award of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdiction. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment (the “Disallowed Requested Set-Off Payment”), the Purchaser shall have no right to withhold or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited retained in the Escrow Account, BSC shall Account to be entitled to instruct held and disbursed by the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms of the Escrow Agreement. (g) If the arbitrator rules that the Purchaser is entitled to set-off all Agreement or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, or if the Requested Set-Off Payment has previously been deposited, retained, in the Escrow Account in accordance with the terms of the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice paid in accordance with Section 8.08(d1.05 hereof. In the event that a dispute among the parties pursuant to this Section 9.05(c), the party who is later determined to have been in error in attempting to enforce or if disputing the amount of payment or set-off shall (i) pay the Requested Set-Off Payment has not been determined reasonable legal and accounting fees, costs and expenses incurred by the prevailing party in accordance with this Section 8.08 prior presenting, arguing and resolving such dispute and (ii) pay to the date of the next Milestone Payment Date, the Purchaser shall deposit party to which such payment or set-off is determined to be payable an amount sufficient to equal to a return at the Requested Set-Off Payment into an escrow account rate of ten percent (the “Escrow Account”10%) per annum on the Milestone Payment Date in accordance with the terms of the Escrow Agreement. Otherwise, the disputed amount of the Allowed Requested Set-Off Payment shall be deposited by the Purchaser in the Escrow Account on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released from the Escrow Account in accordance with date payment of such amount was originally due through the terms of the Escrow Agreementdate payment is actually made.

SET-OFF RIGHTS. (a) Other than as expressly provided in Each Stockholder specifically agrees that, subject to initial compliance with the procedures of Section 9.03 and to Section 9.04 and paragraphs (b) and (c) of this Section 8.089.05, neither party hereto any claims for indemnification by GRS against the Stockholders (or any of them) hereunder shall have any right be satisfied first against the Escrow Fund pursuant to the Escrow Agreement and second against the aggregate Earn-Out Amounts. (b) GRS shall give Stockholders not less than fifteen (15) days' notice (the "GRS Notice") of its intention to deduct or set-off any amounts determined to be owed under this Agreement (including by an Indemnifying Party to any Indemnified Party pursuant to this Article VIII) against any amount payable by Section 9.05, including in such party or any of its Affiliates pursuant to this Agreement, any of the Ancillary Agreements or otherwise. (b) The Purchaser shall be entitled to withhold and set-off against the Milestone Payments the amount of any Third Party Claim against a Purchaser Indemnified Party that has been made in writing and in respect of which the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 of the Separation Agreement (a “Set-Off Claim”) subject to the terms of this Section 8.08. (c) No set-off may be made unless the Purchaser has provided a written notice of request (a “Request Notice”) in respect of a Set-Off Claim at least forty-five (45) days prior to the date the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five (45) day period, in which case the Purchaser shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include (i) a description of the Purchaser’s good faith basis for determining that such Set-Off Claim gives rise to a right of GRS' indemnification under Section 8.02, and (ii) the Purchaser’s good faith estimate claim. If none of the amount of Loss reasonably likely to be incurred by a Purchaser Indemnified Party Stockholders object in respect of such Set-Off Claim (the “Requested Set-Off Payment”). (d) If BSC does not deliver written notice to the Purchaser disputing a Set-Off Claim or the amount of a Requested Set-Off Payment, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”), by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of the amount of the Requested Set-Off Payment in accordance with this Section 8.08. The decision of the arbitrator shall be rendered as promptly as practicable (if possible no later than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled to set-off the amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter relating writing to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately determined to be entitled to be indemnified in respect of such Set-Off Claim under Section 8.02. The decision and award of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdiction. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment (the “Disallowed Requested Set-Off Payment”), the Purchaser shall have no right to withhold deduction or set-off the Disallowed Requested Set-Off Payment in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms of the Escrow Agreement. (g) If the arbitrator rules that the Purchaser is entitled to set-off all or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, or if the Requested Set-Off Payment has previously been deposited, retained, in the Escrow Account in accordance with the terms of the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d), or if the amount of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 least two business days prior to the date of the next Milestone Payment Date, proposed set-off set forth in the Purchaser shall deposit an amount equal to GRS Notice (the Requested "Set-Off Payment into an Date"), then such proposed deduction or set-off shall become effective on such date and shall not be subject to further review, challenge or adjustment, absent fraud. (c) If any of the Stockholders timely object in writing to the set-off proposed in the GRS Notice, and if GRS and the objecting Stockholder(s) are unable to resolve such dispute on or prior to the Set-Off Date, then (i) the proposed deduction or set-off shall be effective only as to undisputed amounts, and (ii) any undisputed amounts shall be retained in escrow account (to be held and disbursed by the “Escrow Account”) on the Milestone Payment Date Agent in accordance with the terms of the Escrow Agreement. OtherwiseIn the event that a dispute among the parties arises pursuant to this Section 9.05(c), the amount of party who is later determined to have been in error in attempting to enforce or dispute the Allowed Requested Setpayment or set-Off Payment off shall be deposited (i) pay the reasonable legal and accounting fees, costs and expenses incurred by the Purchaser prevailing party in presenting, arguing and resolving such dispute and (ii) pay to the Escrow Account party to which such payment or set-off is determined to be payable an amount sufficient to equal a return at the rate of ten percent (10%) per annum on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released disputed amount from the Escrow Account in accordance with date payment of such amount was originally due through the terms of the Escrow Agreementdate payment is actually made.

SET-OFF RIGHTS. (a) Other than as expressly provided in Each Stockholder specifically agrees that, subject to paragraphs (b) and (c) of this Section 8.089.04, neither party hereto shall have (i) any right to set-off any amounts determined to be owed under this Agreement claims for indemnification by the Buyer against the Stockholders (including by an Indemnifying Party to any Indemnified Party pursuant to this Article VIII) against any amount payable by such party or any of its Affiliates pursuant them) hereunder may be satisfied against the Earn-Out Amount, and (ii) that, to this Agreementthe extent that there remain unsatisfied indemnification claims after the deductions and set-offs described above, any the Buyer shall have full recourse against each of the Ancillary Agreements Stockholders (including their assets of whatsoever kind or otherwisenature) for payment of such indemnification claims, subject to the limitations set forth in Section 9.01(ii). (b) The Purchaser shall be entitled to withhold and set-off against the Milestone Payments the amount of any Third Party Claim against a Purchaser Indemnified Party that has been made in writing and in respect of which the Purchaser has sought indemnification from BSC in accordance with Sections 8.04(a) and 8.05(b) or the amount of any payment due by BSC under Section 14.06 of the Separation Agreement (a “Set-Off Claim”) subject to the terms of this Section 8.08. (c) No set-off may be made unless the Purchaser has provided a written notice of request (a “Request Notice”) in respect of a Set-Off Claim at least forty-five (45) days prior to the date the Purchaser is required to make a Milestone Payment pursuant to Section 2.04 (a “Milestone Payment Date”), unless the Purchaser first receives notice of a Third Party Claim within such forty-five (45) day period, in which case the Purchaser Buyer shall give a Request Notice in respect of such Set-Off Claim as promptly as practicable (but in no event later than five (5) Business Days) following receipt of such notice. The Request Notice shall include (i) a description of the Purchaser’s good faith basis for determining that such Set-Off Claim gives rise to a right of indemnification under Section 8.02, and (ii) the Purchaser’s good faith estimate of the amount of Loss reasonably likely to be incurred by a Purchaser Indemnified Party in respect of such Set-Off Claim (the “Requested Set-Off Payment”). (d) If BSC does Stockholders not deliver written notice to the Purchaser disputing a Set-Off Claim or the amount of a Requested Set-Off Payment, which notice shall describe the basis for BSC’s dispute of such Set-Off Claim (a “Set-Off Dispute Notice”), by 5:00 p.m. New York time on the tenth (10th) Business Day after BSC’s receipt of the Request Notice, then, as of the Business Day following the end of such 10 Business Day period, the Purchaser shall be entitled to withhold and set-off such Requested Set-Off Payment against the next Milestone Payment in accordance with Section 8.08(h). (e) If BSC delivers a Set-Off Dispute Notice in accordance with Section 8.08(d), BSC and the Purchaser will attempt in good faith to resolve their dispute in respect of the Set-Off Claim. If they fail to resolve their dispute for any reason within ten (10) Business Days after BSC’s delivery of the Set-Off Dispute Notice to the Purchaser, the dispute shall be arbitrated in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the expedited procedures thereof (other than, to the extent possible, rule E-10-Compensation). BSC or the Purchaser shall submit the dispute to arbitration as promptly as practicable (but in no event later than ten (10) Business Days) after the ten Business Day period referred to above, and shall instruct the arbitrator to determine only whether the Purchaser is entitled to set-off all or any portion of the amount of the Requested Set-Off Payment in accordance with this Section 8.08. The decision of the arbitrator shall be rendered as promptly as practicable (if possible no later less than thirty (30) days) after the appointment of the arbitrator, or as soon thereafter as practicable. The decision and award of the arbitrator shall be deemed final and conclusive for purposes of whether the Purchaser shall be entitled to set-off the amount of the Requested Set-Off Payment under this Section 8.08, but not in respect of any other matter relating to such Set-Off Claim, including whether any Purchaser Indemnified Party is ultimately determined to be entitled to be indemnified in respect of such Set-Off Claim under Section 8.02. The decision and award of the arbitrator shall be final and binding on the parties for the purpose set forth above, and may be entered and enforced in any court having jurisdiction. (f) If the arbitrator rules that the Set-Off Claim is not a claim that entitles the Purchaser to withhold and set-off all or any portion of the Requested Set-Off Payment against the next Milestone Payment ' notice (the “Disallowed Requested Set"Buyer's Notice") of its intent-Off Payment”), the Purchaser shall have no right Ion to withhold deduct or set-off the Disallowed Requested Set-Off Payment any amounts pursuant to this Section 9.04, including in respect of such Set-Off Claim and, if the Requested Set-Off Payment in respect of such Set-Off Claim has previously been deposited in the Escrow Account, BSC shall be entitled to instruct the Escrow Agent to release an amount equal to the Disallowed Requested Set-Off Payment (plus any interest earned on such Disallowed Requested Set-Off Payment at notice a rate of interest from time to time publicly announced by Bank of America, N.A. as its prime or base rate plus 2%) to BSC from the Escrow Account in accordance with the terms description of the Escrow Agreement. (g) Buyers Claims Notice. If none of the arbitrator rules that the Purchaser is entitled to Stockholders object TO SUCH deduction or set-off all or any portion of the Requested Set-Off Payment in respect of such Set-Off Claim (the “Allowed Requested Set-Off Payment”), the Purchaser shall have the right to withhold and set-off against the Milestone Payments the Allowed Requested Set-Off Payment in respect of such Set-Off Claim, and the amount of the Allowed Requested Set-Off Payment may be deposited, or if the Requested Set-Off Payment has previously been deposited, retained, in the Escrow Account in accordance with the terms of the Escrow Agreement. (h) If BSC has not delivered a Set-Off Dispute Notice in accordance with Section 8.08(d), or if the amount of the Requested Set-Off Payment has not been determined in accordance with this Section 8.08 at least two business days prior to the date of the next Milestone Payment Date, proposed set-off set forth in the Purchaser shall deposit an amount equal to Buyer's Notice (the Requested "Set-Off Payment into an escrow account Date"), then such proposed deduction or set-off shall become effective on such date and shall not be subject to further review, challenge or adjustment absent fraud. (the “Escrow Account”c) on the Milestone Payment Date in accordance with the terms If any of the Escrow Agreement. OtherwiseStockholders timely object to the set-off proposed in the Buyer's Notice, and if the amount of Buyer and the Allowed Requested objecting Stockholder(s) are unable to resolve such dispute on or prior to the Set-Off Payment Date, then the proposed deduction or set-off shall be deposited effective only as to undisputed amounts. With respect to a dispute among the parties pursuant to this Section 9.04(c), it shall be settled according to the arbitration procedure set forth in Section 1 1.05 (c), notwithstanding the right of Buyer, if an indemnification were claimed pursuant to Sections 9.01 and 9.02 hereinabove, to retain the disputed amount up to a maximum amount of ten percent (10%) of the Earn Out Payments. The party who is later determined to have been in error in attempting to enforce or disputing the payment or set-off shall (i) pay the reasonable legal and accounting fees, costs and expenses incurred by the Purchaser prevailing party in presenting, arguing and resolving such dispute and (ii) pay to the Escrow Account party to which such payment or set-off is determined to be payable an amount sufficient to equal a return at the rate of twelve and one half percent (12.5%) per annum on such date. The Requested Set-Off Payment or the Allowed Requested Set-Off Payment (as applicable) shall be released disputed amount from the Escrow Account in accordance with date payment of such amount was originally due through the terms of the Escrow Agreementdate payment is actually made.