Common use of Rights of Recoupment and Setoff Clause in Contracts

Rights of Recoupment and Setoff. Sears shall have the right to reduce, withhold or set-off against any payment due Licensee hereunder any liability or obligation which Licensee may have to Sears. Any Licensee liabilities or obligations which remain outstanding after any exercise of Sears right of set-off shall be paid by Licensee promptly upon demand by Sears. Sears rights under this Section are cumulative, shall be in addition to all other rights, remedies available at law or in equity, and shall survive the expiration or termination of this Agreement.

Rights of Recoupment and Setoff. Sears shall have the right right, after prior written notice to Licensee, to reduce, withhold or set-off setoff against any payment due Licensee hereunder any liability or obligation which that Licensee may have to SearsSears or its affiliates. Any Licensee liabilities or obligations which remain outstanding after any exercise of Sears right of set-off setoff shall be paid by Licensee promptly upon demand by Sears. Sears rights under this This Section are cumulative, shall be in addition to all other rights, remedies available at law or in equity, and 9.8 shall survive the expiration or termination of this Agreement.