CERTAIN OFFSET RIGHTS: Sample Clauses

CERTAIN OFFSET RIGHTS:. Pursuant to a guarantee dated as of the date of this Agreement (the “Guarantee”), Company is a co-guarantor of the obligations of its affiliates that are sellers (the “Affiliated Sellers”) under the Asset Purchase Agreement. In the event of a Claim Subject to Escrow, the Affiliated Sellers are obligated to deposit into the Indemnity Escrow Account the amounts so required by Section 8.15 of the Asset Purchase Agreement. To the extent such obligations are unsatisfied for one Business Day, Company shall deposit with the Escrow Agent the amounts required to be deposited by Affiliated Sellers pursuant to Section 8.15(b) of the Asset Purchase Agreement. Additionally, for any indemnification claim made by a Buyer Indemnified Party under the Asset Purchase Agreement, in the event (a) of any decision, judgment, arbitration award or other award rendered by a Governmental Entity of competent jurisdiction (which decision, judgment, arbitration award or other award need not be final and non-appealable) in respect of such indemnification claim, (b) of a settlement, adjustment or compromise in respect of such indemnification claim agreed to by the parties to the Asset Purchase Agreement (or, in respect of a third party claim for which Affiliated Sellers acknowledge their indemnification obligations, a settlement made in accordance with the parameters set forth in the Asset Purchase Agreement), or (c) the Buyers and Affiliated Sellers arrive at a mutually binding agreement in respect of such indemnification claim, Affiliated Sellers shall be obligated to pay such amounts to Distributor and the other Buyers. If this payment obligation is not satisfied, Distributor shall have the right to deliver to Company a demand pursuant to the Guarantee for such amounts. If this demand is not satisfied after one Business day, Distributor shall have the right to give a further notice to Company of its election to off-set all Losses due, owing and unpaid by Affiliated Sellers in respect of such indemnification claim against amounts owed by Distributor to Company under this Agreement. If Distributor so elects to off-set such Losses, Company shall, within three Business Days following receipt of such off-set notice, refund the full amount of such Losses to Buyers from funds paid to Company under this Agreement. Notwithstanding the foregoing, to the extent there are funds in the Indemnity Escrow Account in respect of such indemnification claim, Buyers shall first satisfy Losses in respect o...