Common use of Offset; Forfeiture Clause in Contracts

Offset; Forfeiture. Westlake may hold any property (and proceeds thereof) or funds belonging to or payable to Dealer or any of its affiliates (“Offset Funds”) and apply such Offset Funds to any outstanding Liabilities of Dealer, including any amounts payable to satisfy Dealer’s obligations under Section 6, or to any amounts owing by Dealer to any affiliate of Westlake, and Dealer hereby grants to Westlake or its affiliates, as the case may be, a lien on such Offset Funds. Westlake may at any time and in its sole and absolute discretion, for its benefit and the benefit of its affiliates, apply any or all of the Offset Funds to any outstanding liabilities of or to any amounts owing by Dealer to Westlake or any of its affiliates. Dealer expressly waives any requirement of maturity or mutuality among Westlake and its various affiliates. In the event Dealer (1) is deemed to be out of business, (2) fails to provide Westlake bank account or other information necessary for Westlake to remit funds to Dealer, rendering Westlake unable to remit funds to Dealer for a period of 180 days, or (3) Westlake terminates this Agreement as a result of Dealer’s fraud, intentional misconduct, or gross negligence, Dealer shall forfeit any amounts held or otherwise due and owing from Westlake to Dealer arising from or relating to this Agreement or any other agreement with Westlake or its affiliates, including reserve, profit sharing and participation interest.