Common use of SET-OFF RIGHTS Clause in Contracts

SET-OFF RIGHTS. (a) The Buyer shall have the right and is hereby authorized by the Company Equityholders 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 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 (any amount so withheld pursuant to this Section 7.6, the “Set-Off Amount”). (b) If the Buyer exercises its rights pursuant to Section 7.6(a) and withholds a Set-Off Amount from the payment of any Milestone Consideration, the Buyer shall notify the Company Equityholder Representative thereof in writing (the “Set-Off Notification”) 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 applicable Claim Notice. (c) If the Buyer exercises its rights pursuant to Section 7.6(a) and withholds a Set-Off Amount from the payment of any Milestone Consideration with respect to any Losses specified in a Claim Notice, then promptly following the final resolution of the claim for indemnification set forth in such Claim Notice, the Buyer shall cause the Company Equityholders to be paid the amount, if any, by which the Set-Off Amount exceeds the amount of Losses to which Buyer has been finally determined to be entitled in connection with such resolution. Such amount shall be paid to the Company Equityholders, in the manner otherwise provided in this Agreement for the making of Future Payments, together with interest from the date the respective Milestone Consideration was required to be paid to the date of the payment under this Section 7.6(c) at a rate per annum equal to the lesser of (i) the rate announced by Citibank N.A. from time to time as its base lending rate plus two percent (2%), compounded annually or (ii) the maximum rate permissible by law.

SET-OFF RIGHTS. (a) The Buyer 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 right and is hereby authorized by the Company Equityholders at any time and from time to time Ancillary Agreements or otherwise. (b) The Purchaser shall be entitled to withhold from, and set set-off and apply against, against the payment of any and all Milestone Consideration Payments the amount of any Losses claimed 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 delivered by 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 Buyer hereunderPurchaser’s good faith basis for determining that such Set-Off Claim gives rise to a right of indemnification under Section 8.02, including and (ii) the BuyerPurchaser’s good faith estimate of any Losses identified the amount of Loss reasonably likely to be incurred by a Purchaser Indemnified Party in respect of such Claim Notice that have not been liquidated (any amount so withheld pursuant to this Section 7.6, the “Set-Off AmountClaim (the “Requested Set-Off Payment”). (bd) If BSC does not deliver written notice to the Buyer exercises its rights pursuant to Section 7.6(a) and withholds Purchaser disputing a Set-Off Amount from Claim or the payment amount of any Milestone Considerationa Requested Set-Off Payment, which notice shall describe the Buyer shall notify the Company Equityholder Representative thereof in writing basis for BSC’s dispute of such Set-Off Claim (the a “Set-Off NotificationDispute Notice”), by 5:00 p.m. New York time on the tenth (10th) no later than two (2) business days Business Day after BSC’s receipt of the payment Request Notice, then, as of the Business Day following the end of such Milestone Consideration becomes due 10 Business Day period, the Purchaser shall be entitled to withhold and payable pursuant to Section 1.15, which set-off such Requested Set-Off Notification shall be accompanied by Payment against the applicable Claim Noticenext Milestone Payment in accordance with Section 8.08(h). (ce) If the Buyer exercises its rights pursuant to Section 7.6(a) and withholds BSC delivers a Set-Off Amount from Dispute Notice in accordance with Section 8.08(d), BSC and the payment Purchaser will attempt in good faith to resolve their dispute in respect of any Milestone Consideration with respect to any Losses specified in a Claim Notice, then promptly following the final resolution of the claim for indemnification set forth in such Claim Notice, the Buyer shall cause the Company Equityholders to be paid the amount, if any, by which the Set-Off Amount exceeds 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 Losses 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 which Buyer has been finally 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 connection with respect of such resolutionSet-Off Claim under Section 8.02. Such amount The decision and award of the arbitrator shall be paid 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 Company EquityholdersDisallowed 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 manner otherwise provided 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 Agreement for the making of Future Payments, together with interest from the date the respective Milestone Consideration was required to be paid Section 8.08 prior to the date of the payment under this Section 7.6(c) at a rate per annum next Milestone Payment Date, the Purchaser shall deposit an amount equal to the lesser 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 (ias applicable) shall be released from the rate announced by Citibank N.A. from time to time as its base lending rate plus two percent (2%), compounded annually or (ii) Escrow Account in accordance with the maximum rate permissible by lawterms of the Escrow Agreement.

SET-OFF RIGHTS. (a) The Buyer 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 9.05, any claims for indemnification by GRS against the Stockholders (or any of them) hereunder shall have be satisfied first against the right and is hereby authorized by the Company Equityholders 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 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 (any amount so withheld Escrow Fund pursuant to this Section 7.6, the “SetEscrow Agreement and second against the aggregate Earn-Off Amount”)Out Amounts. (b) If GRS shall give Stockholders not less than fifteen (15) days' notice (the Buyer exercises "GRS Notice") of its rights intention to deduct or set-off any amounts pursuant to this Section 7.6(a) and withholds 9.05, including in such notice a description of GRS' indemnification claim. If none of the Stockholders object in writing to such deduction or set-off at least two business days prior to the date of the proposed set-off set forth in the GRS Notice (the "Set-Off Amount from the payment of any Milestone ConsiderationDate"), the Buyer then such proposed deduction or set-off shall notify the Company Equityholder Representative thereof in writing (the “Set-Off Notification”) no later than two (2) business days after the payment of become effective on such Milestone Consideration becomes due date and payable pursuant shall not be subject to Section 1.15further review, which Set-Off Notification shall be accompanied by the applicable Claim Noticechallenge or adjustment, absent fraud. (c) If any of the Buyer exercises its rights pursuant Stockholders timely object in writing to Section 7.6(a) and withholds a Setthe set-Off Amount from off proposed in the payment of any Milestone Consideration with respect to any Losses specified in a Claim GRS Notice, then promptly following and if GRS and the final resolution of the claim for indemnification set forth in objecting Stockholder(s) are unable to resolve such Claim Notice, the Buyer shall cause the Company Equityholders dispute on or prior to be paid the amount, if any, by which the Set-Off Amount exceeds the amount of Losses to which Buyer has been finally determined to be entitled in connection with such resolution. Such amount shall be paid to the Company EquityholdersDate, in the manner otherwise provided in this Agreement for the making of Future Payments, together with interest from the date the respective Milestone Consideration was required to be paid to the date of the payment under this Section 7.6(c) at a rate per annum equal to the lesser of then (i) the rate announced by Citibank N.A. from time proposed deduction or set-off shall be effective only as to time as its base lending rate plus two percent (2%)undisputed amounts, compounded annually or and (ii) any undisputed amounts shall be retained in escrow to be held and disbursed by the maximum Escrow Agent in accordance with the terms of the Escrow Agreement. In the event that a dispute among the parties arises pursuant to this Section 9.05(c), the party who is later determined to have been in error in attempting to enforce or dispute the payment or set-off shall (i) pay the reasonable legal and accounting fees, costs and expenses incurred by the prevailing party in presenting, arguing and resolving such dispute and (ii) pay to the party to which such payment or set-off is determined to be payable an amount sufficient to equal a return at the rate permissible by lawof ten percent (10%) per annum on the disputed amount from the date payment of such amount was originally due through the date payment is actually made.

SET-OFF RIGHTS. (a) The Buyer Notwithstanding anything herein to the contrary, each of the Shareholders agrees that SafeNet shall have the right and is hereby authorized by right, but not the Company Equityholders at any time and from time obligation, to time to withhold from, and set set-off and apply against, against the payment of any and all Milestone Consideration Contingent Purchase Price the full amount of any Losses claimed in a Claim Notice delivered Adverse Consequences required to be paid by the Buyer hereunder, including the Buyer’s good faith estimate of any Losses identified in such Claim Notice that have not been liquidated (any amount so withheld Shareholders pursuant to this Section 7.6, the “Set-Off Amount”)Article 8. (b) If With respect to the Buyer exercises its rights pursuant right to set-off under Section 7.6(a) and withholds a Set8.5(a), SafeNet shall have the right to set-Off Amount from off against the payment full amount of any Milestone Consideration, the Buyer shall notify the Company Equityholder Representative thereof in writing (the “Set-Off Notification”) 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 applicable Claim NoticeContingent Purchase Price. (c) If SafeNet elects to exercise its set-off rights hereunder, it will give the Buyer exercises its Shareholders’ Representative written notice of 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 (15) days of receipt thereof, SafeNet shall make available such information to the Shareholders’ Representative as is reasonably necessary for the Shareholders’ Representative to 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 pursuant of the respective Parties with respect to each of such claims. If the Shareholders’ Representative and SafeNet should so agree, a memorandum setting forth such agreement shall be prepared and signed by the Shareholders’ Representative and SafeNet. If the Shareholders’ Representative and SafeNet cannot agree within such fourteen (14) day period, 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 7.6(a8.5(b) and withholds a Set-Off Amount from the payment of any Milestone Consideration with respect to any Losses specified in a Claim Noticeset-off amount or the parties so agree, then SafeNet shall promptly following thereafter deliver to the final resolution of the claim for indemnification set forth in Shareholders all such Claim Notice, the Buyer shall cause the Company Equityholders to be paid the amount, if any, by amounts which the Set-Off Amount exceeds the amount of Losses to which Buyer has been finally are so determined to be entitled in connection with such resolution. Such amount shall be paid to the Company Equityholders, in the manner otherwise provided in this Agreement for the making of Future Paymentshave been incorrectly set-off, together with (i) interest on such amounts at a rate equal to the “prime” rate of interest published in The Wall Street Journal at the time of such final determination, which interest shall be calculated from the date the respective Milestone Earnout Consideration was required first due (the Parties agreeing that the aggregate value of shares of SafeNet Common Stock improperly set-off shall be deemed to be paid to the date Earnout Stock Consideration for purposes of the payment under this Section 7.6(c) at a rate per annum equal to the lesser of (i) the rate announced by Citibank N.A. from time to time as its base lending rate plus two percent (2%calculating interest), compounded annually or ; and (ii) reasonable fees and disbursements of attorneys, accountants and other professional advisors relating to such determination incurred by the maximum rate permissible by lawShareholders’ Representative.

SET-OFF RIGHTS. (a) The 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 ARTICLE 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, if any, shall have the right expired and is hereby authorized no appeal shall have been taken or when all appeals taken shall have been finally determined. All Losses finally determined to be indemnified pursuant to ARTICLE 9 arising from a breach by the Company Equityholders 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: (i) at any time and the election of such Seller, the Right of Set Off of requisite amounts from time the Buyer Notes or by wire transfer of immediately available funds to time to withhold from, and an account or accounts specified by the Indemnified Party or (ii) solely in the event that no Buyer Notes are available for set off and apply againstoff, the payment of any and all Milestone Consideration the amount such Seller’s Pro Rata Share by wire transfer of any Losses claimed in a Claim Notice delivered immediately available funds to an account or accounts specified by the Buyer hereunderIndemnified Party, including but in each case subject to the limitations herein set forth. Buyer’s exercise, if in good faith estimate faith, of any Losses identified in such Claim Notice that have its Right of Set Off will not been liquidated (any amount so withheld pursuant to this Section 7.6, constitute an event of default under the “Set-Off Amount”)Buyer Notes. (b) If Neither the Buyer exercises exercise of nor failure to exercise its rights pursuant to Section 7.6(a) and withholds a Set-Off Amount from the payment of any Milestone Consideration, the Buyer shall notify the Company Equityholder Representative thereof in writing (the “Set-Off Notification”) 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 applicable Claim Notice. (c) If the Buyer exercises its rights pursuant to Section 7.6(a) and withholds a Set-Off Amount from the payment of any Milestone Consideration with respect to any Losses specified in a Claim Notice, then promptly following the final resolution of the claim for indemnification set forth in such Claim Notice, the Buyer shall cause the Company Equityholders to be paid the amount, if any, by which the Set-Off Amount exceeds the amount of Losses to which Buyer has been finally determined to be entitled in connection with such resolution. Such amount shall be paid to the Company Equityholders, in the manner otherwise provided in this Agreement for the making of Future Payments, together with interest from the date the respective Milestone Consideration was required to be paid to the date of the payment under this Section 7.6(c) at a rate per annum equal 9.7 will constitute an election of remedies or limit Buyer in any matter in the enforcement of any other remedies available to the lesser of (i) the rate announced by Citibank N.A. from time to time as its base lending rate plus two percent (2%), compounded annually or (ii) the maximum rate permissible by lawit.

SET-OFF RIGHTS. (a) The Buyer ▇▇▇▇▇ Member shall have the right and to set-off against any amount due to A&A Members under Section 8.1(f), any amount of indemnified Mature Losses (as that term is hereby authorized by defined in the Company Equityholders at any time and from time Purchase Agreement) due to time to withhold from▇▇▇▇▇ Member, provided that ▇▇▇▇▇ 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, ▇▇▇▇▇ Member may offset and apply againstany sums payable by ▇▇▇▇▇ Member in connection with the exercise of the Put or Call under Section 8.1 to any of the A&A Members hereunder against any indemnified Mature Losses that are then outstanding and owed to ▇▇▇▇▇ Member, which right shall not limit ▇▇▇▇▇ Member’s other rights and remedies provided for herein, in the payment of any and all Milestone Consideration the amount of any Losses claimed Purchase Agreement or otherwise at law or 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 (any amount so withheld pursuant to this Section 7.6, the “Set-Off Amount”)equity. (b) If ▇▇▇▇▇ Member shall further have the Buyer exercises its rights pursuant right to withhold payment (i) on any amount due to A&A Members under Section 7.6(a) and withholds 8.1(f), if ▇▇▇▇▇ Member has a Set-Off Amount from the payment of any Milestone Consideration, the Buyer shall notify the Company Equityholder Representative thereof in writing (the “Set-Off Notification”) 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 applicable Claim Notice. (c) If the Buyer exercises its rights pursuant to Section 7.6(a) and withholds a Set-Off Amount from the payment of any Milestone Consideration with respect to any Losses specified in a Claim Notice, then promptly following the final resolution of the claim for indemnification set forth for Indemnified Losses related to a breach of Section 5.20 of the Purchase Agreement (Tax Reps) or Section 9.9 of the Purchase Agreement (Tax Matters Covenant); or (ii) on any amount due to A&A Members under Section 8.1(f) in such Claim Noticeconnection with a Final Exercise, if ▇▇▇▇▇ Member has an outstanding claim for indemnification for Indemnified Losses under Article 10 of the Purchase Agreement. The amount that the ▇▇▇▇▇ Member shall have the right to withhold payment on shall not exceed the amount of ▇▇▇▇▇ Member’s pending claim for Indemnified Losses subject to indemnification under Article 10 of the Purchase Agreement. Following the resolution of ▇▇▇▇▇ Member’s claim(s), ▇▇▇▇▇ Member shall have the right to set-off provided in Section 9.4(a) hereof, the Buyer amount due to ▇▇▇▇▇ Member in connection with its claim against the amount of the payment withheld by ▇▇▇▇▇ Member under this Section 9.4(b) and against any other sums payable by ▇▇▇▇▇ Member in connection with the exercise of the Put or Call under Section 8.1 to any of the A&A Members hereunder. ▇▇▇▇▇ Member’s right to withhold payment in accordance with the preceding sentences shall cause terminate following the Company Equityholders to be paid resolution of ▇▇▇▇▇ Member’s claim and its set-off of the amountamount due, if any, by which in accordance with the Set-Off Amount exceeds the amount of Losses to which Buyer has been finally determined to be entitled in connection with such resolution. Such amount shall be paid to the Company Equityholders, in the manner otherwise provided in this Agreement for the making of Future Payments, together with interest from the date the respective Milestone Consideration was required to be paid to the date of the payment under this Section 7.6(c) at a rate per annum equal to the lesser of (i) the rate announced by Citibank N.A. from time to time as its base lending rate plus two percent (2%), compounded annually or (ii) the maximum rate permissible by lawpreceding sentence.

SET-OFF RIGHTS. (a) The Buyer shall have the right Seller and is hereby authorized each Shareholder specifically agree that, subject to subsections (b) and (c) of this Section 9.4, any claims for indemnification by the Company Equityholders at Purchaser against the Seller or the Shareholders (or any time and from time to time to withhold from, and set off and apply against, of them) hereunder shall be satisfied solely against the payment of any 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 (any amount so withheld Escrow Fund pursuant to this Section 7.6the Escrow Agreement, 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 “Set-Off Amount”)Escrow Fund shall be applied pari passu against the cash portion of the Escrow 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) If The Purchaser shall give Shareholders not less than thirty (30) days' notice (the Buyer exercises "AVTEAM Notice") of its rights intention to deduct or set-off any amounts pursuant to this Section 7.6(a) and withholds 9.4, including in such notice a description of the Purchaser's indemnification claim. If none of the Shareholders object in writing to such deduction or set-off at least two business days prior to the date of the proposed set-off set forth in the AVTEAM Notice (the "Set-Off Amount from the payment of any Milestone ConsiderationDate"), the Buyer then such proposed deduction or set-off shall notify the Company Equityholder Representative thereof in writing (the “Set-Off Notification”) no later than two (2) business days after the payment of become effective on such Milestone Consideration becomes due date and payable pursuant shall not be subject to Section 1.15further review, which Set-Off Notification shall be accompanied by the applicable Claim Noticechallenge or adjustment, absent fraud. (c) If any of the Buyer exercises its rights pursuant Shareholders timely object in writing to Section 7.6(a) and withholds a Setthe set-Off Amount from off proposed in the payment of any Milestone Consideration with respect to any Losses specified in a Claim AVTEAM Notice, then promptly following and if the final resolution of Purchaser and the claim for indemnification set forth in objecting Shareholder(s) are unable to resolve such Claim Notice, the Buyer shall cause the Company Equityholders dispute on or prior to be paid the amount, if any, by which the Set-Off Amount exceeds the amount of Losses to which Buyer has been finally determined to be entitled in connection with such resolution. Such amount shall be paid to the Company EquityholdersDate, in the manner otherwise provided in this Agreement for the making of Future Payments, together with interest from the date the respective Milestone Consideration was required to be paid to the date of the payment under this Section 7.6(c) at a rate per annum equal to the lesser of then (i) the rate announced by Citibank N.A. from time proposed deduction or set-off shall be effective only as to time as its base lending rate plus two percent (2%)undisputed amounts, compounded annually or and (ii) any disputed amounts shall be retained in escrow to be held and disbursed by the maximum rate permissible Escrow Agent in accordance with the terms of the Escrow Agreement. In the event that a dispute among the parties arises pursuant to this Section 9.4(c), the party who is later determined to have been in error in attempting to enforce or dispute the payment or set-off shall (i) pay the reasonable legal and accounting fees, costs and expenses incurred by lawthe prevailing party in presenting, arguing and resolving such dispute.

SET-OFF RIGHTS. (a) The Buyer Parent shall have the right and is hereby authorized by the Company Equityholders at any time and from time to time to withhold fromand set-off against any Future Payment, and set off and apply against, the payment of any and all Milestone Consideration the amount of any claim for indemnification or payment of Losses claimed pursuant to Section 10.1(a) in a Claim Notice delivered by accordance with this Section 10.4. In addition, Parent shall also be entitled to the Buyer hereunderright to recoup the Merger Consideration paid to any shareholder in accordance with Section 10.5, including but only to the Buyer’s good faith estimate extent the amount of any the remaining Deferred Payments minus (i) the Aggregate Claimed Amount then outstanding, if any, and (ii) the aggregate amount of Established Losses identified in such Claim Notice that have not been liquidated (any satisfied in full, if any, is not in excess of the amount so withheld pursuant sought to this Section 7.6, the “Set-Off Amount”)be recouped. (b) If Parent shall exercise its set-off and withholding rights by delivering written notice to the Buyer exercises its rights pursuant Shareholders' Representative (the "Claim Notice"). The Claim Notice shall set forth in reasonable detail with respect to Section 7.6(athe claim asserted thereby, to the extent known by Parent, (i) the facts and withholds circumstances giving rise to such claim and (ii) the amount of Losses actually suffered or incurred and a Set-Off Amount from good faith estimate of the payment amount of any Milestone ConsiderationLosses expected to be suffered or incurred (to the extent then estimable by Parent) in connection with such claim (the aggregate of such amounts, the Buyer shall notify "Claimed Amount"). Parent may, in good faith, increase the Company Equityholder Representative thereof Claimed Amount in writing (the “Set-Off Notification”) 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 connection with any claim by the applicable delivering another Claim NoticeNotice with respect thereto. (c) If the Buyer exercises its rights pursuant to Section 7.6(a) and withholds a Set-Off Amount from the payment The Shareholders' Representative shall have 30 days after receipt of any Milestone Consideration with respect to any Losses specified in a Claim Notice, then promptly following the final resolution Notice to dispute all or any portion of the claim for indemnification Claimed Amount set forth in the Claim Notice by delivering a written notice of dispute to Parent. If Parent does not receive timely notice of such dispute, the Claimed Amount set forth in such Claim NoticeNotice shall be deemed established and conclusive for all purposes and shall not be subject to appeal or other proceedings disputing the right to indemnification with respect to such claim or the Claimed Amount with respect thereto (an "Undisputed Claim"). (d) If the Shareholder's Representative delivers timely notice of a dispute with respect to all or any portion of a Claimed Amount as provided in Section 10.4(c) and the Shareholders' Representative and Parent are unable to resolve the dispute within 30 days of the delivery of such notice of dispute, at the request of either the Shareholders' Representative or Parent, the Buyer dispute shall cause be submitted to binding arbitration as the Company Equityholders sole and exclusive method of resolving such dispute. (e) If, as set forth in Section 10.4(d), any dispute is submitted to binding arbitration, the arbitration shall be conducted (i) by a single arbitrator agreed upon by the Shareholders' Representative and Parent within fifteen days of the receipt by respondent of a copy of the demand for arbitration, or (ii) in the absence of such timely agreement, by three arbitrators one appointed by each of the Shareholders' Representative and Parent within thirty days of the receipt by respondent of a copy of the demand for arbitration and the third appointed by the two party appointed arbitrators within fifteen days of the appointment of the second arbitrator, or in default of such timely appointment, by the American Arbitration Association ("AAA") in accordance with the AAA's Commercial Arbitration Rules (the "Rules"), (the arbitrator agreed upon in accordance with clause (i) or the three arbitrators appointed in accordance with clause (ii) being referred to herein as the "Arbitral Tribunal"). The arbitration shall be conducted and administered by the AAA in accordance with the Rules then in effect and the following provisions: (i) In the event of any conflict between the Rules and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. (ii) The arbitration shall be held and the award shall be rendered in New York, New York. (iii) Not later than 30 days after the conclusion of the arbitration hearing (or as soon thereafter as practicable), the Arbitral Tribunal shall prepare and distribute to the parties a writing setting forth the arbitral award and the findings of fact and conclusions of law on which it is based. Any award rendered by the Arbitral Tribunal shall be final, conclusive and binding upon the parties and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iv) The Arbitral Tribunal shall have no power or authority, under the Rules or otherwise, to (i) modify or disregard any provision of this Agreement or (ii) address or resolve any issue not submitted by the parties. (v) In connection with any arbitration proceeding pursuant to this Agreement, the fees and costs of the AAA and the Arbitral Tribunal, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitral Tribunal may determine to be paid directly related to the amountconduct of the arbitration shall be the responsibility of the non-prevailing party. If the Shareholders' Representative is the non-prevailing party, if anythen such fees and expenses shall be deemed Established Losses for purposes of this Agreement. (vi) By agreeing to arbitration, the parties do not intend to deprive any New York Court of its jurisdiction to issue a pre-arbitral injunction to maintain the status quo or prevent irreparable harm, a pre-arbitral attachment or other order in aid of arbitration proceedings. Without prejudice to such provisional remedies as may be available under the jurisdiction of a national court, the Arbitral Tribunal shall have full authority to grant provisional remedies or order the parties to request that a court modify or vacate any temporary or preliminary relief issued by which a such court, and to award damages for the Set-Off failure of any party to respect the Arbitral Tribunal's orders to that effect. (f) The full amount of each Claimed Amount exceeds shall remain a Claimed Amount except to the extent (i) such amount is an Undisputed Claim, (ii) Parent and the Shareholders' Representative enter into a written agreement to reduce the amount of Losses to which Buyer has been finally determined to be entitled the Claimed Amount in connection with such resolutionthe settlement of any claim for indemnification with respect thereto (a "Settlement Agreement"), (iii) an Arbitral Tribunal has finally determined that a Parent Indemnified Party is entitled to all or any portion of the Claimed Amount (a "Final Determination") or (iv) an Arbitral Tribunal has finally determined that a Parent Indemnified Party is not entitled to all or any portion of the Claimed Amount. Such The aggregate amount of all Claimed Amounts outstanding is referred to as the "Aggregate Claimed Amount." The amount of any Losses finally established pursuant to a Settlement Agreement, an Undisputed Claim or Final Determination is referred to as an "Established Loss." (g) The amount of each Future Payment shall be paid to reduced by the Company Equityholders, in the manner otherwise provided in this Agreement for the making of Future Payments, together with interest from the date the respective Milestone Consideration was required to be paid to the date of the payment under this Section 7.6(c) at a rate per annum equal to the lesser sum of (i) the rate announced by Citibank N.A. from time to time as its base lending rate Aggregate Claimed Amount, if any, plus two percent (2%), compounded annually or (ii) the maximum rate permissible aggregate amount of Established Losses that have not been satisfied in full by lawa reduction in a prior Future Payment, in each case, as of the date such Future Payment was otherwise due to have been paid pursuant to this Agreement (the "Payment Date"). The amount by which a Future Payment is reduced as a result of the Aggregate Claimed Amount as of a Payment Date is referred to as the "Withheld Amount." (h) If at any time the aggregate amount of Withheld Amounts exceeds the sum of (1) the Aggregate Claimed Amount, plus (2) the aggregate amount of Established Losses that have not been not been satisfied in full by a reduction in a prior Future Payment, in each case, as of such time, Parent shall pay an amount in cash equal to such excess (and, if such excess results from a final determination from an Arbitral Tribunal that a Parent Indemnified Party is not entitled to all or any portion of a Claimed Amount, a notional amount equal to interest on the amount of such excess at the Agreed Rate for the period beginning on the most recent date on which a Future Payment was paid or payable and amounts were withheld from such payment and ending on the date such excess amount is paid) in accordance with Section 3.10(b).

SET-OFF RIGHTS. (a) The Each Stockholder specifically agrees that, subject to paragraphs (b) and (c) of this Section 9.04, (i) any claims for indemnification by the Buyer against the Stockholders (or any of them) hereunder may be satisfied against the Earn-Out Amount, 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 right and is hereby authorized by the Company Equityholders at any time and from time to time to withhold from, and set off and apply against, the Stockholders (including their assets of whatsoever kind or nature) for payment of any and all Milestone Consideration such indemnification claims, subject to the amount of any Losses claimed limitations set forth 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 (any amount so withheld pursuant to this Section 7.6, the “Set-Off Amount”9.01(ii). (b) If The Buyer shall give Stockholders not less than thirty (30) days' notice (the Buyer exercises "Buyer's Notice") of its rights intent-Ion to deduct or set-off any amounts pursuant to this Section 7.6(a) and withholds 9.04, including in such notice a description of the Buyers Claims Notice. 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 (the "Set-Off Amount from the payment of any Milestone ConsiderationDate"), the Buyer then such proposed deduction or set-off shall notify the Company Equityholder Representative thereof in writing (the “Set-Off Notification”) no later than two (2) business days after the payment of become effective on such Milestone Consideration becomes due date and payable pursuant shall not be subject to Section 1.15further review, which Set-Off Notification shall be accompanied by the applicable Claim Noticechallenge or adjustment absent fraud. (c) If any of the Stockholders timely object to the set-off proposed in the Buyer's Notice, and if the Buyer exercises its rights pursuant and the objecting Stockholder(s) are unable to Section 7.6(a) and withholds a Set-Off Amount from the payment of any Milestone Consideration with respect resolve such dispute on or prior to any Losses specified in a Claim Notice, then promptly following the final resolution of the claim for indemnification set forth in such Claim Notice, the Buyer shall cause the Company Equityholders to be paid the amount, if any, by which the Set-Off Amount exceeds Date, then the proposed deduction or set-off shall be 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 Losses 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 prevailing party in presenting, arguing and resolving such dispute and (ii) pay to the party to which Buyer has been finally such payment or set-off is determined to be entitled in connection with such resolution. Such payable an amount shall be paid sufficient to equal a return at the Company Equityholders, in rate of twelve and one half percent (12.5%) per annum on the manner otherwise provided in this Agreement for the making of Future Payments, together with interest disputed amount from the date the respective Milestone Consideration payment of such amount was required to be paid to originally due through the date of the payment under this Section 7.6(c) at a rate per annum equal to the lesser of (i) the rate announced by Citibank N.A. from time to time as its base lending rate plus two percent (2%), compounded annually or (ii) the maximum rate permissible by lawis actually made.

SET-OFF RIGHTS. (a) The Each Stockholder specifically agrees that, subject to paragraphs (b) and (c) of this Section 9.05 (i) any claims for indemnification by the Buyer against the Stockholders (or any of them) hereunder may be satisfied against the Escrow Fund pursuant to the Escrow Agreement, 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 right and is hereby authorized by the Company Equityholders at any time and from time to time to withhold from, and set off and apply against, the Stockholders (including their assets of whatsoever kind or nature) for payment of any and all Milestone Consideration the amount of any Losses claimed in a Claim Notice delivered by the Buyer hereundersuch indemnification claims, including the Buyer’s good faith estimate of any Losses identified in such Claim Notice that have not been liquidated (any amount so withheld pursuant subject to this Section 7.6, the “Set-Off Amount”)9.04(v) hereof. (b) If The Buyer shall give Stockholders not less than fifteen (15) days' notice (the Buyer exercises "Buyer's Notice") of its rights intention to deduct or set-off any amounts pursuant to this Section 7.6(a) and withholds 9.05, including in such notice a description of the 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 (the "Set-Off Amount from the payment of any Milestone ConsiderationDate"), the Buyer then such proposed deduction or set-off shall notify the Company Equityholder Representative thereof in writing (the “Set-Off Notification”) no later than two (2) business days after the payment of become effective on such Milestone Consideration becomes due date and payable pursuant shall not be subject to Section 1.15further review, which Set-Off Notification shall be accompanied by the applicable Claim Noticechallenge or adjustment absent fraud. (c) If any of the Stockholders timely object to the set-off proposed in the Buyer's Notice, and if the Buyer exercises its rights pursuant and the objecting Seller(s) are unable to Section 7.6(a) and withholds a Set-Off Amount from the payment of any Milestone Consideration with respect resolve such dispute on or prior to any Losses specified in a Claim Notice, then promptly following the final resolution of the claim for indemnification set forth in such Claim Notice, the Buyer shall cause the Company Equityholders to be paid the amount, if any, by which the Set-Off Amount exceeds the amount of Losses to which Buyer has been finally determined to be entitled in connection with such resolution. Such amount shall be paid to the Company EquityholdersDate, in the manner otherwise provided in this Agreement for the making of Future Payments, together with interest from the date the respective Milestone Consideration was required to be paid to the date of the payment under this Section 7.6(c) at a rate per annum equal to the lesser of then (i) the rate announced by Citibank N.A. from time proposed deduction or set-off shall be effective only as to time as its base lending rate plus two percent (2%)undisputed amounts, compounded annually or and (ii) any undisputed amounts shall be retained in the maximum Escrow Account to be held and disbursed by the Escrow Agent in accordance with the terms of the Escrow Agreement or shall be paid in accordance with Section 1.05 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 disputing the payment or set-off shall (i) pay the reasonable legal and accounting fees, costs and expenses incurred by the prevailing party in presenting, arguing and resolving such dispute and (ii) pay to the party to which such payment or set-off is determined to be payable an amount sufficient to equal a return at the rate permissible by lawof ten percent (10%) per annum on the disputed amount from the date payment of such amount was originally due through the date payment is actually made.

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) The Buyer Debtor shall have the right and is hereby authorized by the Company Equityholders at to set-off any time and from time amounts owed to time to withhold from, and set off and apply against, the payment of any 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 and/or any Losses identified in such Claim Notice that have not been liquidated (any amount so withheld Buyer Indemnified Party pursuant to this Section 7.6, 2.5(a) and/or Article VIII of the “Set-Off Amount”)SPA against any unpaid amount due or payable to the Creditor hereunder. (b) If Debtor (on behalf of Buyer or any Buyer Indemnified Party (as applicable)) elects to exercise a right of set-off, it shall on the date such right is exercised provide the Creditor notice of such exercise, identify the amounts owed to the Buyer exercises its rights and/or any Buyer Indemnified Party pursuant to Section 7.6(a2.5(a) and/or Article VIII of the SPA, identify the facts or events giving rise to the so-notified claim, and withholds a Setidentify how it intends to apply such set-Off Amount from off amounts to the payment of any Milestone Consideration, the Buyer shall notify the Company Equityholder Representative thereof in writing (the “Set-Off Notification”) 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 applicable Claim Noticeunpaid amount under this Note. (c) If the Buyer exercises its rights Creditor objects to any aspect of the notice provided pursuant to Section 7.6(a7(b) above, and withholds a Set-Off Amount from the payment of any Milestone Consideration with respect parties hereto are unable to any Losses specified in a Claim Noticeresolve such disagreement within five (5) Business Days, then promptly following the final resolution each of the claim for indemnification set forth in such Claim Noticeparties hereto agrees to submit to binding arbitration to determine if, and only if, the Buyer shall cause the Company Equityholders to be paid the amountand/or any relevant Buyer Indemnified Party has a valid and applicable set-off right, if any, by which the Set-Off Amount exceeds and the amount of Losses such applicable offset, pursuant to which Buyer has been finally determined to be entitled in connection with such resolution. Such amount shall be paid to Section 2.5(a) and/or Article VIII of the Company Equityholders, in SPA (the manner otherwise provided in this Agreement for the making of Future Payments, together with interest from the date the respective Milestone Consideration was required to be paid to “Arbitration Issue”). (d) No later than five (5) Business Days after the date of the payment Creditor’s written notice to the Debtor of its desire to submit the Arbitration Issue to arbitration pursuant to Section 7(c) above (the “Request Date”), the parties shall appoint a single arbitrator (the “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 Days after the Request Date, then the parties shall request that the Miami office of the American Arbitration Association select the Arbitrator no later than ten (10) Business Days after 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 parties or to any Affiliate or to any person directly or indirectly related to the parties or to any Affiliate. The Arbitrator shall have substantial knowledge and experience in the area of financial accounting and corporate acquisition transactions. The arbitration proceeding shall otherwise be governed by 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 Arbitrator 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 Arbitration Issue, the Arbitrator shall apply the provisions of the SPA and this Note, without varying therefrom in any respect. The Arbitrator shall not have the power to add to, modify or change any of the provisions of this Note, the SPA or the APA (as applicable), or consider any issue other than the Arbitration Issue. The Arbitrator shall render a written decision that relates specifically and exclusively to the Arbitration Issue no later than five (5) days after the first day of the hearing. If the Arbitrator decides in favor of Buyer or the relevant Buyer Indemnified Party with respect to the Arbitration Issue, the Debtor shall be entitled to (i) invoke the rights of set-off set forth in this Section 12. If the Arbitrator decides in favor of Creditor, the Debtor shall pay the amounts due under this Section 7.6(cNote 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 Arbitration Issue described in this Section; provided, however, that upon the final outcome of any such arbitration, the prevailing party shall be entitled to reimbursement from the non-prevailing party (or parties) at a rate per annum equal for reasonable costs and expenses (including, without limitation, reasonable attorney’s fees) incurred in connection with the arbitration of the Arbitration Issue. (f) The Buyer’s and/or the Buyer Indemnified Parties’ election not to exercise any offset shall not be prejudiced by the right to seek immediate indemnification subject to the lesser provisions of the SPA and/or the APA (as applicable). (g) On the Maturity Date, Debtor shall pay any outstanding amounts under this Note, less: (i) the rate announced by Citibank N.A. from time to time as its base lending rate plus two percent (2%), compounded annually or amount of any unpaid Losses due under Section 2.5(a) of the SPA and Article VIII of the SPA; and (ii) the maximum rate permissible amount subject to any Proceedings under Article VIII of the SPA. The amount subject to any such Proceedings shall be kept in escrow under an escrow agreement to be mutually agreed upon by lawthe parties involved, and any eventual dispute regarding the amount to be withheld, shall be resolved as provided, mutatis mutandis, in Section 7(c), Section 7(d) and Section 7(e) of this Note.

SET-OFF RIGHTS. (a) The Subject to the limitations in Sections 7.5 and 7.7, the Buyer shall have the right 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 the Buyer hereunder, including the Buyer’s good faith estimate of any Losses identified in such Claim Notice that have not been liquidated (any amount so withheld pursuant to this Section 7.6, the “Set-Off Amount”). (b) If the Buyer exercises its rights pursuant to Section 7.6(a) and withholds a Set-Off Amount from the payment of any Milestone Consideration, the Buyer shall notify the Company Equityholder Representative thereof in writing (the “Set-Off Notification”) no later than two (2) business days 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 applicable Claim Notice. (c) If the Buyer exercises its rights pursuant to Section 7.6(a) and withholds a Set-Off Amount from the payment of any Milestone Consideration with respect to any Losses specified in a Claim Notice, then promptly following the final resolution of the claim for indemnification set forth in such Claim Notice, the Buyer shall cause the Company Equityholders to be paid the amount, if any, by which the Set-Off Amount exceeds the amount of Losses to which the Buyer has been finally determined to be entitled in connection with such resolution. Such amount shall be paid to the Company Equityholders, in the manner otherwise provided in this Agreement for the making of Future Payments, together with interest from the date the respective Milestone Consideration was required to be paid to the date of the payment under this Section 7.6(c) at a rate per annum equal to the lesser of (i) the rate announced by Citibank N.A. from time to time as its base lending rate plus two percent (2%), compounded annually or (ii) the maximum rate permissible by law.

SET-OFF RIGHTS. (a) The Buyer Parent shall have the right to retain from the Earn-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 Article X and (ii) to the extent that the Earn-Out Amount is hereby authorized then due and payable but has not yet been fully satisfied pursuant to the terms of 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 Company Equityholders at “Set-Off Rights” and any time and from time to time to withhold from, and set off and apply against, the payment of any and all Milestone Consideration the such amount of any Losses claimed Earn-Out Amount so retained in accordance therewith shall be referred to as 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 (any amount so withheld pursuant to this Section 7.6, the “Set-Off Amount”). (b) If the Buyer Parent exercises its rights pursuant to Section 7.6(a) and withholds a Set-Off Amount from Rights under clause (ii) of Section 10.4(a), to the payment extent that an indemnity claim by Parent giving rise to its exercise of any Milestone Consideration, the Buyer shall notify the Company Equityholder Representative thereof in writing (the “Set-Off Notification”) no later than two (2) business days after Rights has been resolved in accordance with the payment terms of this Agreement and if the Losses relating to such Milestone Consideration becomes due and payable pursuant to Section 1.15, which Set-Off Notification shall be accompanied claim by the applicable Claim Notice. (c) If the Buyer exercises its rights pursuant to Section 7.6(a) and withholds a Set-Off Amount from the payment of any Milestone Consideration with respect to any Losses specified in a Claim Notice, then promptly following the final resolution of the claim for indemnification set forth in such Claim Notice, the Buyer shall cause the Company Equityholders Parent are determined to be paid the amount, if any, by which less than the Set-Off Amount exceeds Amount, then, within ten (10) Business Days following the determination thereof, Parent shall notify the Securityholders’ Representative of such occurrence and Parent shall pay to the Paying Agent for payment to the Stockholders and Non-Employee Optionholders and to the Surviving Corporation for payment to the Employee Optionholders (and issue the applicable Earn-Out Shares to the applicable Securityholders hereunder), in each case, in accordance with the terms of Section 4.1, Section 4.2 and Section 5.2 when such payment (and/or issuance) is due and owing in accordance with the terms hereof an amount (and/or number of applicable Earn-Out Shares) equal to the Set-Off Amount, less the amount of Losses to which Buyer has been finally determined to be entitled in connection with owed to such resolution. Such amount shall be paid Parent Indemnitee pursuant to the Company Equityholders, in the manner otherwise provided in this Agreement for the making of Future Payments, together with interest from the date the respective Milestone Consideration was required to be paid to the date of the payment under this Section 7.6(c) at a rate per annum equal to the lesser of (i) the rate announced by Citibank N.A. from time to time as its base lending rate plus two percent (2%), compounded annually or (ii) the maximum rate permissible by lawsuch indemnity claim.

SET-OFF RIGHTS. (a) The Buyer Any payments required to be made to Purchaser or a Purchaser Indemnified Party pursuant to this Article VIII, except payments for claims based on fraud, shall be, with respect to claims made solely under clauses (i) and (ii) of Section 8.2(a), solely and exclusively funded by the Purchaser’s 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 claimed by a Purchaser Indemnified Party for indemnification with respect to any Loss or (ii) the Selling Unit Holder Indemnifying Party shall have delivered notice of its disagreement as to the amount of any indemnification requested by such Purchaser Indemnified Party and either (A) the Selling Unit Holder Indemnifying Party, on the one hand, and, Purchaser, on the other hand, shall have, subsequent to the giving of such notice, mutually agreed that the Selling Unit Holder Indemnifying Party is obligated to indemnify such Purchaser Indemnified Party, as the case may be, for a specified amount or (B) a final nonappealable award shall have been issued by the court having jurisdiction over the matters relating to such claim by a Purchaser Indemnified Party for indemnification from the Selling Unit Holder Indemnifying Party, Purchaser shall, subject to the limitations contained in this Article VIII, have the right to set-off against Purchaser’s payment obligations with respect to the Deferred Payment the amount determined to be 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 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 determined to be owed to the Purchaser Indemnified Parties under this Article VIII (any such excess amount, a “EO Setoff Amount” and collectively with the DP Setoff Amount, the “Setoff Amount”), in each case pursuant to 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 immediately proceeding sentence as of the due date of the Deferred Payment or Earnout Payment, as applicable, Purchaser shall have the right and is hereby authorized by the Company Equityholders 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 from the amount of the Deferred Payment or Earnout Payment, as applicable, an amount equal to the aggregate amount of such disputed claims; provided, however, that any Losses claimed amounts withheld shall accrue interest pursuant to and in a Claim Notice delivered by accordance with the Buyer hereunderterms of Section 2.2(c)(iv) (with respect to amounts withheld from the Deferred Payment) or Section 2.3(l) (with respect to amounts withheld from the Earnout Payment), including as applicable. (i) In the Buyer’s good faith estimate case of any Losses identified amount of indemnity determined to be payable as a result of any claim in such Claim Notice that have not been liquidated 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 so withheld pursuant of indemnity determined to this be payable as a result of any claim in respect of a Loss arising under clause (iii) or (iv) of Section 7.68.2(a), the “Set-Off Amount”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) If For the Buyer exercises its rights 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 Section 7.6(a) and withholds a Set-Off Amount from this Article VIII shall expire on the payment of any Milestone ConsiderationEarnout Due Date and, the Buyer shall notify the Company Equityholder Representative thereof in writing (the “Set-Off Notification”) no later other 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 applicable Claim Notice. (c) If the Buyer exercises its rights pursuant to Section 7.6(a) and withholds a Set-Off Amount from the payment of any Milestone Consideration with respect to any Losses specified claims validly pending as of such date in a Claim Noticeaccordance with Section 8.6(a), then promptly following the final resolution of the claim for indemnification set forth in such Claim Notice, the Buyer shall cause the Company Equityholders to be paid the amount, if any, by which the Set-Off Amount exceeds the amount of Losses to which Buyer has been finally determined to be entitled in connection with such resolution. Such amount no amounts shall be paid to owed by the Company Equityholders, in Selling Unit Holders after the manner otherwise provided in this Agreement for the making of Future Payments, together with interest from the date the respective Milestone Consideration was required to be paid to the date of the payment under this Section 7.6(c) at a rate per annum equal to the lesser of Earnout Due Date (i) the rate announced whether by Citibank N.A. from time to time as its base lending rate plus two percent (2%setoff or otherwise), compounded annually or (ii) the maximum rate permissible by law.