Recoupment and Offset Sample Clauses

Recoupment and Offset. The parties acknowledge and agree that any indemnification claim will be offset and reduced by (i) any insurance recovery of the Indemnitee and/or (ii) any amounts received by Indemnitee from any third party in partial satisfaction of the claim for which indemnification is being sought.

Recoupment and Offset. Except as may otherwise be prohibited by applicable Law, Plan will have the right to recoup or offset any and all amounts owed to Plan as a result of overpayments made under this Agreement. Plan will provide Agent with prior written notice that the recoupment or offset will occur and the reason for such recoupment or offset. Agent agrees to repay such amounts within sixty (60) days of receiving notice from Plan. Plan may recoup or offset any such amounts if not paid within sixty (60) days.

Recoupment and Offset. The Buyer shall have the option of recouping all or any part of any adverse consequences it suffers (in lieu of seeking any indemnification to which it is entitled under this Section 10) by notifying any Seller that the Buyer is reducing the amount of the Year One Installment or the net additional shares being issued pursuant to any adjustment under Section 2.05(d) (valued at the Adjusted Parent Share Price) or any payment under Section 6.09(h).

Recoupment and Offset. Commerce may exercise the right of recoupment against any amounts owed to the Lender under this Agreement or any other agreement with Commerce.

Recoupment and Offset. Upon notice to the Stockholders’ Representative of a claim for indemnification and resulting Loss, Parent shall have the right to set-off an amount to which it is entitled to be indemnified for under this Article IX against amounts otherwise payable and not yet paid to the Stockholders as the Contingent Earn-Out Payments pursuant to Section 2.7 herein (the “Recoupment”); provided, however that such Recoupment shall not exceed [***] of any single Contingent Earn-Out Payment made to the Exchange Agent for the benefit of the Stockholders (the “Recoupment Limitation”); and provided further, that to the extent any Parent Losses exceed the Escrow Amount and the amount to be paid through Recoupment from any single Contingent Earn-Out Payment, Parent shall be entitled to Recoupment from future Contingent Earn-Out Payments, if any, subject to the Recoupment Limitation for such subsequent Recoupments. For clarification and notwithstanding as may otherwise be set forth in this Agreement, other than claims based upon fraud or willful misconduct, in no event shall any Merger Consideration which has at any time been paid to the Stockholders be considered or otherwise treated as part of the Recoupment and other than claims based upon fraud or willful misconduct, Parent Indemnitees shall not have any right in or to such amounts which have been so paid to the Stockholders, or the reimbursement thereof.

Recoupment and Offset. As permitted or required by applicable Law, ▇▇▇▇▇ will recoup or offset all amounts owed to Oscar due to overpayments or incorrect payments made under this Agreement, including retroactive adjustments to payments to Provider due to errors and omissions relating to data entry, incorrectly submitted claims or applied discounts. ▇▇▇▇▇ will provide Provider with thirty (30) days prior written notice of such recoupment or offset. ▇▇▇▇▇ may immediately initiate overpayment recovery efforts if such efforts are based on the reasonable belief of Provider’s (i) fraud or other intentional misconduct or abusive billing or (ii) breach of the Member hold harmless provisions in Section 5.5.

Recoupment and Offset. (a) With respect to any indemnification claim of Buyer, or claim for which a Notice of Claim or notice of claim has been given by Buyer, under this Agreement, except with respect to indemnification claims governed by Section 12.10(b), Buyer shall be indemnified (i) first by recouping or otherwise offsetting from the Adjusted Closing Date Merger Consideration payable or to become payable by Buyer pursuant to this Agreement, (ii) second, after the Adjusted Closing Date Merger Consideration has been exhausted, by recouping from or otherwise offsetting against the Earn-Out Amount payable or to become payable by Buyer pursuant to this Agreement (it being understood and agreed that no Seller Party shall be required to pay out-of-pocket any Losses for which any Buyer Indemnitee is entitled to indemnification under this Agreement until after the Earn-Out Amount is exhausted by offset or recoupment as provided above in accordance with this Agreement), and (iii) third by the Seller Parties in accordance with this Agreement. For the avoidance of doubt, Buyer may recoup from or otherwise offset against the Earn-Out Amount in accordance with this Section 12.10(a) without regard to whether the liability for which indemnification is sought is several and not joint in nature. (b) With respect to any indemnification claim of Buyer or claim for which a Notice of Claim or notice of claim has been given by Buyer as the result of any inaccuracy or breach, or any allegation by that if true would constitute such an inaccuracy or breach, of Section 5.9(o), Buyer shall be indemnified (i) first from the Escrow Funds and (ii) second by the Seller Parties in accordance with this Agreement.

Recoupment and Offset. Buyer shall first seek indemnity from the Escrow Funds with respect to any indemnification claim of Buyer under this Agreement. After the Escrow Funds have been first exhausted, Buyer shall have the right, at its election upon notice to Member’s Representative, to fully and completely recoup from or otherwise offset against any or all of the Final Purchase Price payable or becoming payable, by Buyer pursuant to this Agreement for (a) any and all amounts owed to any Buyer Indemnitee pursuant to this Article XI (or any portion thereof) and (b) any and all amounts otherwise owed by the Member or the Holdings Members to Buyer pursuant to this Agreement.