After any final decision, judgment or award shall have been rendered by a Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or Buyer and Sellers shall have reached an agreement, in each case with respect to an indemnifiable claim hereunder, Buyer shall forward to Sellers notice of any sums due and owing by the Sellers pursuant to this Agreement with respect to such matter and Sellers shall pay all of such remaining sums so due and owing to Buyers by wire transfer of immediately available funds within ten (10) business days after the date of such notice; provided, however, that Buyer may, in its sole and absolute discretion, elect to set-off any such amounts in accordance with Section 2.3 .