Common use of Offsets by Counterparty Clause in Contracts

Offsets by Counterparty. If any Counterparty sets off against the Purchased Receivables any amount owing from Seller to such Counterparty in respect of any right of such Counterparty against Seller arising from or in connection with any matter other than the Purchased Receivables or any claims by any Counterparty against Purchaser unrelated to the Purchased Receivables or the transactions described herein, then Seller shall promptly, and in any event no later than twenty (20) Business Days, following the date on which Seller becomes aware of such set-off, pay to Purchaser a sum equal to such set-off amount. After Seller makes the payment referred to in the first sentence of this Section 6.2(c), Seller shall be entitled to, and Purchaser shall not be entitled to, any amounts recovered from such Counterparty in respect of such set-off. To the extent any Counterparty sets off against the Receivables generally any amount owing from Seller to such Counterparty in respect of any right of such Counterparty against Seller arising from or in connection with the Receivables generally, no more than the Pro Rata Portion of such set off amount(s) shall be allocated to the Purchased Receivables.