Set Off Claim definition

Set Off Claim has the meaning given to it in paragraph 11.2 of Schedule 8 (Limitations on Sellers’ Liability);

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Set Off Claim has the meaning set out in Clause 14.1;

Set Off Claim has the meaning set forth in Section 2.4 hereof.

Examples of Set Off Claim in a sentence

• Finally, VCampus hereby acknowledges and agrees that the Noteholders, as the holders of the Notes, shall be entitled to dispute and contest any Set Off Claim to the same extent as Prosoft is so entitled to dispute and contest the same under Sections 2.3 and/or 2.4 of the Acquisition Agreement.

• Should VCampus assert a Set Off Claim, Prosoft shall notify VCampus within ten (10) Business Days if it disputes the Set Off Claim.

• Each of the Noteholders hereby consents to the continuing jurisdiction of the Bankruptcy Court to resolve any disputed Set Off Claim.

• Should a payment under the Notes that is subject to the disputed Set Off Claim come due prior to resolution of the disputed Set Off Claim, VCampus shall make such payment when and as otherwise due into an interest-bearing escrow account, to be held pending further written agreement between VCampus and Prosoft, or a final, non-appealable order of the Bankruptcy Court directing disposition of the payment.

• If the parties cannot reach an agreement regarding the disputed Set Off Claim within thirty (30) days after Prosoft notifies VCampus that it disputes the Set Off Claim, either party may submit such disputed Set Off Claim to the Bankruptcy Court for resolution as a contested matter under the Bankruptcy Code.

• The Stockholder Representative shall have ten (10) days following receipt of such Set Off Claim Notice to notify Parent that it disputes the claims that are the subject of the proposed Right of Set Off.

• Buyer shall wire transfer $100,000 (the "Escrowed Amount") to the Escrow Agent at the Closing, to be held pending the exercise of any Set Off Claim by Buyer pursuant to Section 8(f) below.

• Notwithstanding Section 8.3(a), such Set Off Claim Notice shall summarize the claim or claims for which such Parent Indemnitees then propose a Right of Set Off and a good faith estimate of the amount then proposed to be set off pursuant to such Right of Set Off.

• Any shares of Parent Common Stock that are ​ ​ ​ part of a Milestone Payment subject to this Section 8.7 shall be valued based on the Ten-Day Average for purposes of equating such shares to the amounts claimed in a Set Off Claim Notice.

• In the event Stockholder Representative does not so timely and properly dispute such claims, then Parent Indemnitees shall be entitled to immediately set off any and all Losses that are the subject of such Set Off Claim Notice against any and all Milestone Payments, whether then due or not, in each case to the extent of the amounts set forth in the Set Off Claim Notice.

More Definitions of Set Off Claim

Set Off Claim means a claim by the Purchaser to make a deduction or withholding from the Retention Sum pursuant to clause 11 being a relevant claim for the purposes of Schedule 9 and for the avoidance of doubt there may be any number of Set Off Claims in respect of the Retention Sum provided that such claims do not in aggregate exceed $375,000;

Set Off Claim means a set-off counter-claim by Sellers pursuant to Section 9.5 in respect of any breach of Company representations or warranties contained in Article 3.

Set Off Claim has the meaning set forth in Section 7(f).

Set Off Claim has the meaning set forth in Section 8.06.

Set Off Claim shall have the meaning set forth in Section 8.4.