Common use of Objection to Offset Right Clause in Contracts

Objection to Offset Right. If Sellers’ Representative shall timely object in writing to an exercise of the Offset Right by Buyer, Sellers’ Representative and Buyer shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of such claims within thirty (30) days after such objection. If Sellers’ Representative and Buyer should so agree on a claim, a memorandum setting forth such agreement shall be prepared and signed by such Parties, which shall include a statement of the amount of resulting reduction in the Indemnification Hold-Back Amount and, as applicable, the Earnout Shares issuable pursuant to Section 2.1(b)(v).

Objection to Offset Right. If Sellers’ Representative Seller shall timely object in writing to an exercise of the Offset Right by Buyer, Sellers’ Representative Seller and Buyer shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of such claims within thirty (30) days after such objection. If Sellers’ Representative Seller and Buyer should so agree on a claim, a memorandum setting forth such agreement shall be prepared and signed by such Parties, which shall include a statement of the amount of resulting reduction in the Indemnification Hold-Back Amount and, (and the corresponding reduction to the number of Indemnification Hold-Back Shares as applicable, the Earnout Shares issuable calculated pursuant to Section 2.1(b)(v10.3(f)).