Setoff Right Clause Samples

Setoff Right. Upon notice to Seller specifying in reasonable detail the basis therefor, Buyer may, by written notice to Seller, set off any amount to which it may be entitled under this Article VII against amounts otherwise payable to Seller, including but not limited to the First Deferred Payment, the Second Deferred Payment, any Net Seller Payment or Appreciation Right Amount that is or becomes payable to Seller hereunder. The exercise of such right of setoff by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute an event of default under any agreement between Buyer and any other party hereto. Neither the exercise of nor the failure to exercise such right of setoff will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it. Buyer agrees to exercise its right of setoff pursuant to this Section 7.08 with respect to any amounts owing to Seller hereunder prior to seeking payment from Seller for any Losses payable to Buyer pursuant to this Article VII.

Setoff Right. The Company shall have the right, but not the obligation, to set off, in whole or in part, against any portion of the Earn-out Consideration (whether earned or unearned) in accordance with Section 5.6 of the Purchase Agreement.

Setoff Right. Upon notice to Seller specifying in reasonable detail the basis therefor, Buyer may set off any amounts to which it (on behalf of any Buyer Indemnified Persons) claims to be entitled from Seller, including any payments or reimbursements that may be owed under this Article 9, the Consulting Agreement, the Seller Non-Competition Agreement or otherwise under this Agreement, against amounts otherwise payable under the Consulting Agreement or any provision of this Agreement including the Additional Payments; provided, however, that if any distinct claim exceeds $50,000, Buyer shall provide notice thereof to Seller and shall not exercise the set-off right with respect to that claim if it receives notice that Seller disputes the claim within 15 days after Buyer’s notice to Seller. In that event, Buyer and Seller shall attempt to resolve the dispute through good faith negotiations and, failing that, shall submit the claim to the AAA for arbitration in accordance with Section 10.11, and Buyer shall not exercise its set-off right until resolution thereunder. The exercise of such right of setoff by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a default by Buyer under this Agreement, the Consulting Agreement or the Seller Non-Competition Agreement, regardless of whether Seller disputes such setoff claim or whether such setoff claim is for a contingent or an unliquidated amount. Neither the exercise of, nor the failure to exercise, such right of setoff will constitute an election of remedies or limit any Buyer Indemnified Person in any manner in the enforcement of any other remedies that may be available to it.

Setoff Right. Custom may withhold payment of any amounts due and payable under these Terms by reason of any setoff of any claim or dispute with Finder, whether relating to Finder’s breach, bankruptcy, or otherwise.

Setoff Right. Upon notice to Sellers or Sellers’ Representative specifying in reasonable detail the basis therefor, Buyer may set off any amount to which it claims to be entitled from any Seller, including any amounts that may be owed under this Article 12 or otherwise, against amounts otherwise payable under Section 2.2 or any provision of this Agreement. The exercise of such right of setoff by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a default under this Agreement regardless of whether any Sellers dispute such setoff claim, or whether such setoff claim is for a contingent or an unliquidated amount. Neither the exercise of, nor the failure to exercise, such right of setoff or give notice of a claim will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it.

Setoff Right. If, at the time of the termination of Employee's employment with Company, Employee owes any amounts to Company, then Company may setoff such amounts against, and deduct such amounts from, any amounts owed by Company to Employee hereunder. 10.2, Assignment. Employee hereby consents to the assignment of this Agreement by Company, and any assignee or successor of Company is hereby specifically authorized to

Setoff Right. Zang may withhold payment of any amounts due and payable under this Agreement by reason of any setoff of any claim or dispute with Representative, whether relating to Representative's breach, bankruptcy or otherwise.

Setoff Right. Buyer shall have the right to set off any amount that may be owed to any Buyer Indemnified Party under this Article 6 against any amount otherwise payable by Buyer to Seller under this Agreement or otherwise.

Setoff Right. Upon notice to Sellers’ Representative specifying in reasonable detail the basis therefor, Buyer may set off any amount to which it claims to be entitled from any Seller, including any amounts that may be owed under this Article 11 or otherwise, against amounts otherwise payable under the Promissory Notes or any provision of this Agreement. The exercise of such right of setoff by ▇▇▇▇▇ in good faith, whether or not ultimately determined to be justified, will not constitute a default under this Agreement, the Promissory Notes, or any instrument securing any of the Promissory Notes, regardless of whether any Seller disputes such setoff claim, or whether such setoff claim is for a contingent or an unliquidated amount. Neither the exercise of, nor the failure to exercise, such right of setoff or give notice of a claim under the Escrow Agreement will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it.