Common use of Offset for MCG Liabilities Under the Purchase Agreement Clause in Contracts

Offset for MCG Liabilities Under the Purchase Agreement. To the extent that the Keystone Investor or its Affiliates (each, a “Damaged Party”) receive a decision by a court of competent jurisdiction, in a final adjudication, which has determined that the Damaged Party has incurred any claim, demand, controversy, dispute, cost, loss, damage, expense, judgment, or loss (collectively, “Damages”), for which such Persons are entitled to indemnification from MCG pursuant to the provisions of the Purchase Agreement, the Manager may, in its sole discretion, withhold distributions from MCG and instead pay them to the Damaged Party for application against the unpaid balance remaining of such Damages.