Common use of Limited Offset Clause in Contracts

Limited Offset. Except under the provisions of this Section 7.5 or as specifically provided for in this Agreement, Purchaser shall have no right to offset any amounts under this Article VII against any amounts payable by Purchaser pursuant to any Operative Document except in accordance with the following procedures. Purchaser must assert any claim of offset to Seller by written notice and offset shall only be permitted against the Subordinated Note, if any. If Seller agrees in writing to such offset, Purchaser may offset the amount which is so accepted by Seller against the balance of the Subordinated Note. If Seller does not accept such claim, Seller and Purchaser will have 30 days in which to resolve any disagreement. If an agreement is not reached within the 30 day period, unless both parties agree to extend the period in which to reach an agreement, the claim for offset shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association as such rules may be modified herein or as otherwise agreed by the parties in such controversy. The forum for arbitration shall be Houston, Texas and the governing law for such arbitration shall be the laws of the State of Texas, without reference to the conflicts of laws rules thereof. Except for offsets against the Subordinated Note as specifically permitted in this Agreement, there shall be no rights of offset available to Purchaser.