Common use of General Right of Set Off Clause in Contracts

General Right of Set Off. In the event that any Purchaser Indemnitee determines in good faith that it is entitled to indemnification for any Loss pursuant to Article VIII (including any Loss arising out of a Third Party Claim), Purchaser shall have the right, on behalf of itself and any other Purchaser Indemnitee, to deduct from and withhold and set off against any payment or delivery of Consideration Shares that Purchaser is required to make under this Agreement the full amount of such Loss determined by Purchaser in good faith. Purchaser's rights under this Section 2.2.5 are non-cumulative and in addition to, and without limitation of, any other right that Purchaser may have under this Agreement, and in the event that any deducted or withheld payment shall be insufficient to satisfy and discharge in full such Loss, Purchaser and any other Purchaser Indemnitee shall have such other rights and remedies as are available to it under this Agreement.

General Right of Set Off. In the event that any Purchaser Indemnitee determines in good faith that it is entitled to indemnification for any Loss pursuant to Article VIII (including any Loss arising out of a Third Party Claim), Purchaser shall have the right, on behalf of itself and any other Purchaser Indemnitee, to deduct from and withhold and set off against any payment or delivery of Consideration Shares that Purchaser is required to make under this Agreement the full amount of such Loss determined by Purchaser in good faith. Purchaser's ’s rights under this Section 2.2.5 are non-cumulative and in addition to, and without limitation of, any other right that Purchaser may have under this Agreement, and in the event that any deducted or withheld payment shall be insufficient to satisfy and discharge in full such Loss, Purchaser and any other Purchaser Indemnitee shall have such other rights and remedies as are available to it under this Agreement.