Common use of Payments; Setoff Clause in Contracts

Payments; Setoff. Except for fraud, the sole remedy available to the Holdings Indemnitees is to set off any amounts owing or owed to the Holdings Indemnitees in respect of any Loss against (a) any amounts outstanding under any obligation at any time held or owing by the Holdings Indemnitees or any Affiliate to or for the credit or the account of the Sellers, including with respect to the Promissory Notes and the Earnout, (b) any equity interests of Holdings held by the Sellers (including, without limitation, the Holdings Equity), in whole or in part, by cancelling all or any part of such equity interests, or (c) both.

Payments; Setoff. Except for fraud, the sole remedy available to the Holdings Indemnitees is to set off any amounts owing or owed to the Holdings Indemnitees in respect of any Loss against (a) any amounts outstanding under any obligation at any time held or owing by the Holdings Indemnitees or any Affiliate to or for the credit or the account of the SellersTarget Company Members, including with respect to the Promissory Notes and the EarnoutNotes, (b) any equity interests of Holdings held by the Sellers Target Company Members (including, without limitation, the Holdings Equity), in whole or in part, by cancelling all or any part of such equity interests, or (c) both.

Payments; Setoff. Except for fraud, the sole remedy available to the Holdings Indemnitees is to set off any amounts owing or owed to the Holdings Indemnitees in respect of any Loss against (a) any amounts outstanding under any obligation at any time held or owing by the Holdings Indemnitees or any Affiliate to or for the credit or the account of the SellersTarget Company Stockholders, including with respect to the Promissory Notes and the EarnoutNotes, (b) any equity interests of Holdings held by the Sellers Target Company Stockholders (including, without limitation, the Holdings Equity), in whole or in part, by cancelling all or any part of such equity interests, or (c) both.