Setoff Right. Distributor may withhold payment of any amounts due and payable under this Agreement by reason of any setoff of any claim or dispute with Subdistributor, whether relating to Subdistributor’s breach, bankruptcy or otherwise, or in the event of any refunds, rebates or other adjustments with respect to the sale of a Product affecting previously paid Compensation. To the extent there are no anticipated future Compensation payments to be made under this Agreement, Subdistributor shall return any overpayments to the Distributor within 7 days following written demand by the Distributor.
Setoff Right. Upon notice to Seller specifying in reasonable detail the basis therefor, Buyer may, by written notice to Seller, set off any amount to which it may be entitled under this Article VII against amounts otherwise payable to Seller, including but not limited to the First Deferred Payment, the Second Deferred Payment, any Net Seller Payment or Appreciation Right Amount that is or becomes payable to Seller hereunder. The exercise of such right of setoff by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute an event of default under any agreement between Buyer and any other party hereto. Neither the exercise of nor the failure to exercise such right of setoff will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it. Buyer agrees to exercise its right of setoff pursuant to this Section 7.08 with respect to any amounts owing to Seller hereunder prior to seeking payment from Seller for any Losses payable to Buyer pursuant to this Article VII.
Setoff Right. Upon notice to Sellers or Sellers’ Representative specifying in reasonable detail the basis therefor, Buyer may set off any amount to which it claims to be entitled from any Seller, including any amounts that may be owed under this Article 12 or otherwise, against amounts otherwise payable under Section 2.2 or any provision of this Agreement. The exercise of such right of setoff by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a default under this Agreement regardless of whether any Sellers dispute such setoff claim, or whether such setoff claim is for a contingent or an unliquidated amount. Neither the exercise of, nor the failure to exercise, such right of setoff or give notice of a claim will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it.
Setoff Right. If, at the time of the termination of Employee's employment with Company, Employee owes any amounts to Company, then Company may setoff such amounts against, and deduct such amounts from, any amounts owed by Company to Employee hereunder. 10.2, Assignment. Employee hereby consents to the assignment of this Agreement by Company, and any assignee or successor of Company is hereby specifically authorized to
Setoff Right. Zang may withhold payment of any amounts due and payable under this Agreement by reason of any setoff of any claim or dispute with Representative, whether relating to Representative's breach, bankruptcy or otherwise.
Setoff Right. Upon notice to Seller specifying in reasonable detail the basis therefor, Buyer may set off any amounts to which it (on behalf of any Buyer Indemnified Persons) claims to be entitled from Seller, including any payments or reimbursements that may be owed under this Article 9, the Consulting Agreement, the Seller Non-Competition Agreement or otherwise under this Agreement, against amounts otherwise payable under the Consulting Agreement or any provision of this Agreement including the Additional Payments; provided, however, that if any distinct claim exceeds $50,000, Buyer shall provide notice thereof to Seller and shall not exercise the set-off right with respect to that claim if it receives notice that Seller disputes the claim within 15 days after Buyer’s notice to Seller. In that event, Buyer and Seller shall attempt to resolve the dispute through good faith negotiations and, failing that, shall submit the claim to the AAA for arbitration in accordance with Section 10.11, and Buyer shall not exercise its set-off right until resolution thereunder. The exercise of such right of setoff by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a default by Buyer under this Agreement, the Consulting Agreement or the Seller Non-Competition Agreement, regardless of whether Seller disputes such setoff claim or whether such setoff claim is for a contingent or an unliquidated amount. Neither the exercise of, nor the failure to exercise, such right of setoff will constitute an election of remedies or limit any Buyer Indemnified Person in any manner in the enforcement of any other remedies that may be available to it.
Setoff Right. To the extent that any Limited Partner would otherwise be entitled to a distribution of funds from the Partnership at any time (whether a distribution of Operating Cash or Capital Proceeds, or a payment on a Default Loan), but such Limited Partner also then has a debt or other monetary obligation of any kind due and owing to the Partnership, including as a result of any indemnity or other similar obligation of such Limited Partner, then, in such case, the Partnership shall have the right to set off against such distribution the amount of such debt or other monetary obligation, thereby reducing such distribution by such amount.
Setoff Right. Any payment due by Buyer to Seller pursuant to this Section 4 shall be permitted to be set off against any payment owed by Seller under Section 7.1.
Setoff Right. Upon written notice to the Sellers specifying in reasonable detail the basis therefor, Buyer may set off any amount to which it is entitled from any Seller pursuant to this Article IX against amounts otherwise payable by Buyer or the Company to the Sellers under any provision of the Deferred Payment Agreement, the Royalty Agreement, the Transition Services Agreement, the Services Agreement, or otherwise. Neither the exercise of, nor the failure to exercise, such right of setoff will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it.
Setoff Right. Once all of the General Escrow Funds have been disbursed or are exhausted (except in the case of a claim for a Working Capital Deficit amount, which is not subject to such condition), and upon notice to Sellers’ Representative specifying in reasonable detail the basis therefor, Buyer may set off any amount to which it claims to be entitled from any Seller, including any amounts that may be owed under this Article 11 or otherwise, against amounts otherwise payable under any provision of this Agreement including amounts payable under Section 2.6 of this Agreement. The exercise of such right of setoff by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a default under this Agreement regardless of whether any Seller disputes such setoff claim or whether such setoff claim is for a contingent or an unliquidated amount. Neither the exercise of, nor the failure to exercise, such right of setoff will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it.
