Right to Withhold and Offset Sample Clauses
The Right to Withhold and Offset clause allows one party to temporarily withhold payments or other obligations if the other party fails to meet its contractual duties. In practice, this means that if a party is owed money but also owes a debt or has caused damages, the owed party can deduct the amount of the debt or damages from what they are required to pay. This clause serves to protect parties from financial loss by enabling them to balance mutual obligations and avoid unnecessary payments when there are outstanding claims or disputes.
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Right to Withhold and Offset. Notwithstanding anything to the contrary in this Agreement, Parent and Buyer may withhold the aggregate amounts of any indemnification claims then pending or unresolved against Seller or the Controlling Shareholder pursuant to Section 7.02(a) (including, without limitation, the amount of any Damages or reasonably anticipated Damages for which Parent or Buyer would be entitled to be indemnified for pursuant to Section 7.02(a)) against amounts otherwise payable to Seller under Section 2.06(a)(ii) as security for the Seller’s and the Controlling Shareholder’s obligations under this Article VII. If any claim for indemnification pursuant to Section 7.02(a) is adjudicated or determined by arbitration, in whole or in part, in favor of Parent or Buyer, then the amount determined to be due Parent or Buyer, to the extent in excess of the any amounts previously received by Parent or Buyer in respect of such claim for indemnification, may be off-set by Buyer against amounts otherwise payable to Seller under Section 2.06(a)(ii) . Any portion of an amount previously withheld by Buyer in respect of any claim that is determined not to be payable to Parent or Buyer shall forthwith be paid to Seller. The right of set-off described in this Section 7.04 shall not preclude Parent or Buyer from pursuing any other remedy under this Agreement or seeking injunctive relief or specific performance to enforce specifically the terms of this Agreement to the extent permitted by applicable law.
Right to Withhold and Offset. Notwithstanding anything to the contrary in this Agreement, Parent and Buyer may withhold the aggregate amounts of any indemnification claims then pending or unresolved against Seller pursuant to Section 7.02 (including, without limitation, the amount of any Damages or reasonably anticipated Damages for which Parent or Buyer would be entitled to be indemnified for pursuant to Section 7.02) against amounts otherwise payable to Seller hereunder (including, without, limitation, any Earn-Out Payment) as security for the Seller’s obligations under this Article VII. If any claim for indemnification pursuant to Section 7.02 is resolved, in whole or in part, in favor of Parent or Buyer, then the amount determined to be due Parent or Buyer may be off-set by Buyer against amounts otherwise payable to Seller hereunder. Any portion of an amount previously withheld by Buyer in respect of any claim that is determined not to be payable to Parent or Buyer shall forthwith be paid to the Seller. The right of set-off described in this Section 7.05 shall not preclude Parent or Buyer from pursuing any other remedy under this Agreement or seeking injunctive relief or specific performance to enforce specifically the terms of this Agreement to the extent permitted by applicable law.
Right to Withhold and Offset. Notwithstanding anything to the ---------------------------- contrary in this Agreement, if Parent is obligated to pay the Shareholders any cash amounts, or shares of Parent Common Stock are to be released from Escrow, in respect of the First Earnout, the Second Earnout or the Third Earnout (any such amounts, the "Earnout Amounts"), Parent shall --------------- be entitled to (i) offset and retain from such Earnout Amounts the full amount of any and all Agreed Claims not previously paid by the Shareholders, in which event Parent shall remit the Earnout Amounts remaining, if any, after such offset and retention to the Shareholders in accordance with Section 2.2 (if cash is used to offset) and/or the Escrow Agreement (if shares of Parent Common Stock are used to offset), and (ii) withhold from such Earnout Amounts the full amount of any pending indemnification claims of Parent which are the subject of a Certificate; provided, however, the withholding of any shares of Parent Common Stock from the Earnout Amounts shall be subject to the terms of the Escrow Agreement.
Right to Withhold and Offset. Notwithstanding anything to the contrary ---------------------------- in this Agreement, if Parent is obligated to pay the Shareholders any amounts (determined in accordance with Section 3.4) in respect of the First Earn-Out and the Second Earn-Out (whether pursuant to Sections 3.1, 3.2 and/or 3.6) (any such amounts, the "Earn-Out Amounts"), Parent shall be entitled to (i) offset and retain from such Earn-Out Amounts the full amount of any and all Agreed Claims not previously paid by the Shareholders, in which event Parent shall remit the Earn-Out Amounts remaining, if any, after such offset and retention to the Shareholders in accordance with Section 3.3; and (ii) withhold from such Earn- Out Amounts the full amount of any pending indemnification claims of Parent which are the subject of a Certificate but which are not Held Claims (i.e., do not relate to an Indemnity Excess) and (B) any Held Claims to the extent not previously paid by the Shareholders or offset against any Earn-Out Amounts in accordance with clause (i) above of this Section 3.7, in which event Parent and the Shareholders shall mutually establish an interest-bearing escrow account (the "Escrow Account") to be held by a financial institution which is not an Affiliate of Parent or either Shareholder, into which Parent shall promptly cause to be deposited an amount equal to the amount of the Earn-Out Amounts withheld from the Shareholders pursuant to this clause (ii) of Section 3.7. Promptly after the resolution pursuant to Article IX of each indemnity claim in respect of which funds are being held in the Escrow Account, the parties shall cause to be disbursed from such account (1) to Parent, the amounts, if any, to which Parent is entitled pursuant to Article IX in respect of such resolved claim, together with accrued interest thereon; and (2) to the Shareholders, the amounts, if any, to which the Shareholders are entitled pursuant to Article IX in respect of such claim, together with accrued interest thereon. The parties agree to cooperate with each other in good faith to establish the Escrow Account and, in that connection, to execute all documents and instruments reasonably necessary or appropriate to establish such account. The costs and expenses of establishing and maintaining the Escrow Account shall be borne by Parent, on the one hand, and the Shareholders, on the other hand, equally.
Right to Withhold and Offset. The Holder acknowledges and agrees that the Maker shall have the right (a) to withhold from payments due hereunder the aggregate amounts of any indemnification claims then pending or unresolved against the Holder under the Acquisition Agreement and (b) to off-set against payments due hereunder the aggregate amounts of any such indemnification claims resolved in favor of the Maker.
Right to Withhold and Offset. 15 ARTICLE IV