Common use of Setoff Right Clause in Contracts

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. Upon notice to Sellers or Sellers’ Representative specifying in reasonable detail the basis therefortherefore, 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 XI 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 Agreement, regardless of whether any Sellers dispute Seller disputes such setoff claim, or whether such setoff claim is for a contingent or an unliquidated un-liquidated 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.