OFFSET AGAINST SECURITY DEPOSIT Sample Clauses

OFFSET AGAINST SECURITY DEPOSIT. The Purchaser may claim an offset against the Security Deposit (described in Section 1.3 above) for any loss, cost or expense for which the Seller may be responsible under this Agreement, whether or not indemnified as described in Article 4 of this Agreement, subject, however, to the following terms and conditions: (a) the Purchaser shall give written notice, in accordance with the terms of this Agreement, to the Seller of any claimed breach of any such representation or warranty made or obligation incurred, or failure to meet the revenue guaranty set forth in Section 2.23 of this Agreement, which notice shall set forth the amount of loss, damage, cost or expense that the Purchaser claims to have sustained by reason thereof (a "Claim Notice"), with a copy of such Claim Notice being sent to the escrow agent pursuant to the terms of the Escrow Agreement); (b) unless otherwise agreed in writing by the parties, setoff shall be effected on the date of the Claim Notice and setoff shall be charged against the Security Deposit; (c) if such claim is contested, the Seller shall notify the Purchaser (with a copy of such notice being sent by the Seller to the escrow agent pursuant to the terms of the Escrow Agreement) in writing within ten days of the Claim Notice (the "Notice of Contest") of an intention to dispute the claim. If such dispute is not resolved within thirty days after Notice of Contest is given (the "Resolution Period"), then such dispute shall be resolved as set forth in Section 5.5 of this Agreement.