Common use of SET-OFF RIGHTS Clause in Contracts

SET-OFF RIGHTS. (a) Each Stockholder specifically agrees that, subject to Section 9.04 and, paragraphs (b) and (c) of this Section 9.05, any claims for indemnification by GRS against the Stockholders (or any of them) hereunder shall be satisfied first against the Escrow Fund pursuant to the Escrow Agreement.

SET-OFF RIGHTS. (a) Each Stockholder specifically agrees that, subject to Section 9.04 and, paragraphs (b) and (c) of this Section 9.05, any claims for indemnification by GRS against the Stockholders (or any of them) hereunder shall first be satisfied first against the Escrow Fund pursuant to the Escrow Agreement.

SET-OFF RIGHTS. (a) Each Stockholder specifically agrees that, subject to Section 9.04 and, paragraphs (b) and (c) of this Section 9.05, any claims for indemnification by GRS against the Stockholders (or any of them) hereunder shall may be satisfied first against the Escrow Fund pursuant to the Escrow AgreementEarn-Out Amount.

SET-OFF RIGHTS. (a) Each Stockholder specifically agrees that, subject to initial compliance with the procedures of Section 9.03 and to Section 9.04 and, and paragraphs (b) and (c) of this Section 9.05, any claims for indemnification by GRS against the Stockholders (or any of them) hereunder shall be satisfied first against the Escrow Fund pursuant to the Escrow AgreementAgreement and second against the aggregate Earn-Out Amounts.

SET-OFF RIGHTS. (a) Each Stockholder specifically agrees that, subject to Section 9.04 and, paragraphs (b) and (c) of this Section 9.05, any valid claims for indemnification by GRS against the Stockholders (or any of them) hereunder shall be first satisfied first against the Escrow Fund pursuant to the Escrow Agreement.

SET-OFF RIGHTS. (a) Each Stockholder The Shareholder specifically agrees that, subject to Section 9.04 and, paragraphs (b) and (c) of this Section 9.05, any claims for indemnification by GRS against the Stockholders (or any of them) Shareholder hereunder shall be satisfied first against the Escrow Fund pursuant to the Escrow Agreement.

SET-OFF RIGHTS. (a) Each Stockholder specifically agrees that, subject to Section 9.04 and, paragraphs paragraph (b) and (c) of this Section 9.05, any claims for indemnification by GRS against the Stockholders (or any of them) hereunder shall first be satisfied first against the Escrow Fund pursuant to the Escrow Agreement, and except for a breach of the representations and warranties of Article IV or with respect to the Basket Exclusions, shall only be satisfied against the Escrow Fund.