Purchase Price Offset. (a) If it is determined pursuant to Section 2.16(e) of the Purchase Agreement that there is an Excess Purchase Price Amount, then all distributions payable pursuant to Section 5.01, Section 5.02, or Section 5.03 to NEP Member shall be subject to offset by the Company (the “Class B Purchase Price Return Offset”) by an amount equal to the Excess Purchase Price Amount. The Excess Purchase Price Amount shall be withheld from payment of all such distributions to NEP Member and shall be promptly paid by the Company to the Class B Members on the date of such distribution payment in satisfaction of the payment of such Excess Purchase Price Amount before any distributions on Class A Units are paid to the holders of Class A Units until the aggregate amount withheld from distributions to NEP Member pursuant to this Section 5.08(a) equals the Excess Purchase Price Amount. NEP Member hereby consents to such Class B Purchase Price Return Offset and hereby waives any right to receive any Excess Purchase Price Amount or payment of any distributions subject to such Class B Purchase Price Return Offset. The amounts withheld and paid in accordance with this Section 5.08(a) shall be treated as having been distributed to the Class A Members for all purposes of this Agreement, including the calculation of Capital Accounts under Section 4.08.
Purchase Price Offset. (a) If it is determined pursuant to Section 2.16(h) of the Purchase Agreement that there is an Excess Purchase Price Amount, then all distributions payable thereafter to NEP Member pursuant to Section 5.01, Section 5.02, or Section 5.03 shall be subject to offset by the Company (the “
Purchase Price Offset. The Company has made loans to Sellers (the "Loan Amounts") as follows: Susan Diaz $13,236.02 Gregory J. Frazer 0,135.15 Jami H.Tanihana 5,635.15 At Closing, each Seller shall be paid his or her portion of the Purchase Price less the Seller's Loan Amount which shall paid by Purchaser to the Company to satisfy the Seller's indebtedness to the Company.
Purchase Price Offset. Determination of Damages Offset...............................43 7.2 Indemnification.......................................................................45 7.3
Purchase Price Offset. The Company has made a loan to Stephen Martinez ("Martixxx") xx xxx xxxunt xx $00,025 (the "Loan Amount"). At Closing, Martinez shall be paid hxx xxxxxon of the Purchase Price less the Loan Amount which shall be paid by Purchaser to the Company to satisfy Martinez's indebtedness tx xxx Xxxxany.
Purchase Price Offset. Without limiting the availability of other remedies, when the Claims of Buyer, if any, in the aggregate exceed $25,000, Buyer shall have the right to offset, without penalty, from the Escrow Amount, subject to the terms and conditions of the Escrow Agreement, any damage suffered by Buyer relating to the amount that such Claims, in the aggregate, exceed $25,000. The damage suffered by Buyer shall be an amount equal to the monetary damage, liability, expenses, fees, costs, or any combination thereof arising from, related to, or connected with the Claim, unless the amount is to be shared as set forth in Section 10.6 relating to Regulatory Claims. The deduction shall occur on or after AAHA’s or Servco’s failure to cure the Claim and in compliance with the provisions of the Escrow Agreement.
Purchase Price Offset. The Company has made loans to Sellers as follows (the "Loan Amounts"): Frazer, $4,902.96; Jenkxxx, $3,566.00; and Xxxxxxna, $6,656.00. At Closing, each Seller shall be paid his or her portion of the Purchase Price less the Loan Amount due from each such Seller which shall be paid by Purchaser to the Company to satisfy each such Seller's indebtedness to the Company.
Purchase Price Offset. Subject to the terms of this Agreement, (i) Buyer shall have an express right of offset such that any indemnification payments payable to Buyer pursuant to this Agreement shall reduce the aggregate Purchase Price payable by Buyer pursuant to Section 3.1 of the Asset Purchase Agreement and (ii) the Partners shall 58 have an express right of offset such that any indemnification payments payable to Partners pursuant to this Agreement shall reduce the aggregate Purchase Price payable by Partners pursuant to Section 3.1 of the Technology Purchase Agreement, all as set forth in Section 2(b) below.
Purchase Price Offset. Without limiting the availability of other remedies, Buyer shall have the right, exercisable upon notice to a Shareholder specifying in reasonable detail the basis for such setoff, to reduce the number of Earnout shares of Buyer Stock otherwise deliverable to that Shareholder pursuant to Section 2.4.2 by the number of shares, valued in accordance with Section 2.4.2, equivalent in value to the amount which that Shareholder is obligated to indemnify Buyer under Section 9.6. The reduction shall occur on or after the following: (i) the Shareholders' failure to cure the Claim and (ii) the earlier of completion of the mediation required by Section 9.4 of this Agreement or 30 days after the end of the cure period set forth in Section 9.3. The exercise of this set off right by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a breach or event of default this Agreement. If Shareholders shall dispute the reduction of Earnout shares by delivering notice to Buyer on or before date the deduction shall occur, Buyer shall withhold delivery of the disputed number of shares of Buyer Stock pending resolution of the dispute pursuant to this Agreement. 9.8
Purchase Price Offset. 14 ARTICLE 10 REMEDIES. . . . . . . . . . . . . . . . . . . . . . 14 10.1 Survival of Representations, Warranties, and . . . . Covenants. . . . . . . . . . . . . . . . . . . . . . 14 10.2 Claim. . . . . . . . . . . . . . . . . . . . . . . . 14 10.3
