Common use of SET-OFF RIGHTS Clause in Contracts

SET-OFF RIGHTS. (a) Each Stockholder specifically agrees that, subject 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 be satisfied first against the Escrow Fund pursuant to the Escrow Agreement. (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 pursuant to this Section 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 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 to be held and disbursed by the 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 of 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) Each Stockholder specifically agrees that, subject 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 be satisfied first against the Escrow Fund pursuant to the Escrow Agreement. (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 pursuant to this Section 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 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 to be held and disbursed by the 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 of 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.amount

SET-OFF RIGHTS. (a) Each Stockholder specifically agrees that, subject 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 be satisfied first against the Escrow Fund pursuant to the Escrow Agreement. (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 pursuant to this Section 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 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 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 to be held and disbursed by the 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 of 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) Each Stockholder specifically agrees that, subject to initial compliance with the procedures of Section 9.03 and to Section 9.04 and, 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 be satisfied first against the Escrow Fund pursuant to the Escrow AgreementAgreement 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 pursuant to this Section 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 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 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 to be held and disbursed by the 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 of 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) Each Stockholder specifically agrees that, subject 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 first be satisfied first against the Escrow Fund pursuant to the Escrow Agreement. (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 pursuant to this Section 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 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 to be held and disbursed by the 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 of 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) Each Stockholder specifically agrees that, subject 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 first be satisfied first against the Escrow Fund pursuant to the Escrow Agreement. (b) GRS shall give Stockholders not less than fifteen twenty (1520) days' notice (the "GRS Notice") of its intention to deduct or set-off any amounts pursuant to this Section 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 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 to be held and disbursed by the 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 of 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) Each Stockholder specifically agrees that, subject to Section 9.04 and, paragraphs (b) and (c) of this Section 9.05, any valid claims for indemnification by GRS against the Stockholders (or any of them) hereunder shall be first satisfied first against the Escrow Fund pursuant to the Escrow Agreement. (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 pursuant to this Section 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 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 to be held and disbursed by the 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 of 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) Each Stockholder specifically agrees that, subject to Section 9.04 and, paragraphs (b) and (c) of this Section 9.059.04, (i) any claims for indemnification by GRS the Buyer against the Stockholders (or any of them) hereunder shall may be satisfied first against the Escrow Fund pursuant Earn-Out Amount, and (ii) that, to the Escrow Agreementextent that there remain unsatisfied indemnification claims after the deductions and set-offs described above, the Buyer shall have full recourse against each of the Stockholders (including their assets of whatsoever kind or nature) for payment of such indemnification claims, subject to the limitations set forth in Section 9.01(ii). (b) GRS The Buyer shall give Stockholders not less than fifteen thirty (1530) days' notice (the "GRS Buyer's Notice") of its intention intent-Ion to deduct or set-off any amounts pursuant to this Section 9.059.04, including in such notice a description of GRS' indemnification claimthe Buyers Claims Notice. If none of the Stockholders object in writing to such 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 Buyer's Notice (the "Set-Off 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 Buyer's Notice, and if GRS the Buyer 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 . With respect to be held and disbursed by the 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(c9.04(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 dispute 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 of ten twelve and one half percent (1012.5%) 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) Each Stockholder specifically agrees that, subject 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 may be satisfied first against the Escrow Fund pursuant to the Escrow AgreementEarn-Out Amount. (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 pursuant to this Section 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 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 to be held and disbursed by the Escrow Agent paid in accordance with the terms of the Escrow AgreementSection 1.03 hereof. 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 of 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) Each Stockholder The Seller and each Shareholder specifically agrees agree that, subject to Section 9.04 and, paragraphs subsections (b) and (c) of this Section 9.059.4, any claims for indemnification by GRS the Purchaser against the Stockholders Seller or the Shareholders (or any of them) hereunder shall be satisfied first solely against the Escrow Fund pursuant to the 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 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) GRS The Purchaser shall give Stockholders Shareholders not less than fifteen thirty (1530) days' notice (the "GRS AVTEAM Notice") of its intention to deduct or set-off any amounts pursuant to this Section 9.059.4, including in such notice a description of GRS' the Purchaser's indemnification claim. If none of the Stockholders 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 GRS AVTEAM Notice (the "Set-Off 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 adjustment, absent fraud. (c) If any of the Stockholders Shareholders timely object in writing to the set-off proposed in the GRS AVTEAM Notice, and if GRS the Purchaser and the objecting Stockholder(sShareholder(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 disputed amounts shall be retained in escrow to be held and disbursed by the 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(c9.4(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 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 of 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 madedispute.

SET-OFF RIGHTS. (a) Each Stockholder The Shareholder specifically agrees that, subject 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) Shareholder hereunder shall be satisfied first against the Escrow Fund pursuant to the Escrow Agreement. (b) GRS shall give Stockholders the Shareholder not less than fifteen (15) days' notice (the "GRS Notice") of its intention to deduct or set-off any amounts pursuant to this Section 9.05, including in such notice a description of GRS' indemnification claim. If none of the Stockholders Shareholder fails to 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 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 adjustment, absent fraud. (c) If any of the Stockholders Shareholder timely object objects in writing to the set-off proposed in the GRS Notice, and if GRS and the objecting Stockholder(s) Shareholder 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 to be held and disbursed by the 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 of 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) Each Stockholder specifically agrees that, subject 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 be satisfied first against the Escrow Fund pursuant to the Escrow Agreement. (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 pursuant to this Section 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 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 to be held and disbursed by the 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 of 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.such