Common use of Offset of Final Price Clause in Contracts

Offset of Final Price. Any Purchaser may offset the Final Price of an Affected Interest (or any advance payment under the preceding paragraph) by any debts due from the Transferring Holder to the Purchaser or the Company, including without limitation any actual damages (not including any consequential or punitive damages) due to (i) an Event of Default with respect to the Transferring Holder, (ii) a Transfer or attempted Transfer in violation of this Agreement, or (iii) the withdrawal of the Transferring Holder as a Member (for any reason other than the death or disability of an individual) in violation of Section 5.4, and to the extent that such debts are due the Company and it is not the Purchaser, such offset shall be treated as a reduction of the Final Price. Any such offset may, at the election of the Purchaser, be used first to reduce amounts due at any closing under subsection (a) above, second to reduce any amount due at the closing under the following paragraph (c), and then to reduce the first payments due on any promissory note delivered under paragraph (d) below.