Common use of Net Liability Clause in Contracts

Net Liability. Notwithstanding any provision of this Agreement, every liability of Assignee to ▇▇▇▇▇▇ Estate is subject to and conditioned upon the recoupment of any and all liabilities owing from ▇▇▇▇▇▇ Estate to Assignee, so as to establish a net liability. However, Assignee shall not reduce the amounts of its payments under Article 4 based on its net liability unless (i) this Agreement is properly terminated pursuant to Section 9.2 for ▇▇▇▇▇▇ Estate’s uncured material breach of the Agreement, or (ii) a dispute resolution is pending with regard to whether Assignee has the right to terminate pursuant to Section 9.2 for ▇▇▇▇▇▇ Estate’s uncured material breach of the Agreement,. In the case that such a dispute resolution is pending, Assignee will deposit and maintain in a separate account the amount of its damages and deduct the deposited amounts from payments to ▇▇▇▇▇▇ Estate; the separate account shall belong to Assignee and be used to pay any back amounts due if Assignee does not prevail in dispute resolution.