Liability Offset definition
Liability Offset means the amount of any indemnification obligation or other liability to Buyer arising under this Agreement that Buyer is not able to collect due to the provisions of Sections 5 (Escrow) or 12 (Limitation on Liability).
Examples of Liability Offset in a sentence
Such contribution shall be referred to as an Unfunded Liability Offset (ULO).
The sole and exclusive remedy of Buyer for any breach of this Agreement by BTR/ALI and the Officers shall be to make a claim against the Escrow Amount and, except as provided in Section 12.4 (Liability Offset), the total aggregate liability of BTR/ALI and the Officers under this Agreement will not exceed the Escrow Amount.
Except as provided in Section 12.4 (Liability Offset), neither Party will have any financial liability to the other for any claim or action based on this Agreement asserted after the termination of this Agreement five years from the Effective Date pursuant to Section 10.1.