Offset Claim definition
Examples of Offset Claim in a sentence
Seller shall have twenty (20) days after receipt of such information to dispute any such Offset Claim, and shall so notify Buyer of the basis for such dispute.
If the Parties are unable to resolve such dispute within fifteen (15) days, the Offset Claim shall be submitted to arbitration, as further described in Section 9.14.
The term "Offset Claim" shall have the meaning set forth in Section 8.2.
If the Parties are unable to resolve such dispute within fifteen (15) days, the Offset Claim shall be submitted to arbitration, as further described in Section 9.15.
The Offset of any amounts of an Offset Claim against the amounts due under the Seller Note shall be given tentative effect (as provided in the following sentence) from the date that the Buyer Indemnitee submits its Offset Claim Notice until such Offset Claim has been resolved by the mutual written agreement of Buyer and Seller Representative, or as determined by a final, non-appealable judgment of a court of competent jurisdiction in accordance with Section 11.09.
If such a Continuing Event of Offset exists, the pledge shall continue only to the extent of the amount of Stock (based on the Agreed Value) equal to the amount of Damages claimed in the Offset Claim or the amount of damages reasonably expected to be caused by the Event of Offset, as applicable.
The term "Offset Claim" shall have the meaning set forth in Section 9.11.
Seller shall notify Purchaser in writing of any specific objections and supporting documentation therefor (the “Offset Dispute Notice”) within ten (10) calendar days of such Offset Claim Notice (the “Offset Objection Period”).
If the applicable Seller agrees to pay such Offset Claim or fails to contact Buyer within such twenty (20) day period, and pending final resolution of any Offset Claim which has been submitted to arbitration, the offset shall be applied as follows (the act of offsetting by Buyer shall be referred to as an "Offset"): (a) First against the Note until the full amount of Note, both principal and interest, has been repaid, (b) then, against the Earnout; and (c) then against the Parent Shares.
Each delivery by Secured Party/Buyer to the Pledgor/Seller of a notice of Offset Claim shall constitute an Event of Offset ("Event of Offset") under this Pledge Agreement.