Common use of Sources of Recovery Clause in Contracts

Sources of Recovery. The Buyer shall have the right, in its sole discretion, to withhold and set off the amount of Losses owed by the Owners or the Seller with respect to a breach of or inaccuracy of any of the representations and warranties set forth in Section 9.2(a) against: (i) any Excess that would otherwise be payable to the Seller pursuant to Section 2.9, (ii) any Earnout Payment due pursuant to Section 2.12, (iii) the One Year Anniversary Payment that would otherwise be payable to the Seller pursuant to Section 2.13 or (iv) any distributions due to the Seller under the Amended and Restated Limited Liability Company Agreement; provided, however, that solely in the case of any such Losses with respect to a breach of or inaccuracy of any of the representations and warranties set forth in Article IV, the Seller Fundamental Representations or Extended Representations pursuant to Section 9.2(a)(i), or for Losses pursuant to Sections 9.2(a)(ii)-9.2(a)(viii), the Buyer shall have the right to recover such Losses from the Owners or the Seller by demanding payment within twenty (20) Business Days.

Sources of Recovery. The Buyer shall have the right, in its sole discretion, to withhold and set off the amount of Losses owed by the Owners or the Seller with respect to a breach of or inaccuracy of any of the representations and warranties set forth in Section 9.2(a) against: (i) any Excess that would otherwise be payable to the Seller Earnout Payment due pursuant to Section 2.9, (ii) any Earnout Payment due pursuant to Section 2.12, (iii) the One Year Anniversary Payment that would otherwise be payable to the Seller pursuant to Section 2.13 2.10 or (iviii) any distributions due to the Seller under the Second Amended and Restated Limited Liability Company Agreement; provided, however, that solely in the case of any such Losses with respect to a breach of or inaccuracy of any of the representations and warranties set forth in Article IV, the Seller Fundamental Representations or Extended Representations pursuant to Section 9.2(a)(i), or for Losses pursuant to Sections 9.2(a)(ii)-9.2(a)(viii9.2(a)(ii) - 9.2(a)(viii), the Buyer shall have the right to recover such Losses from the Owners or the Seller by demanding payment within twenty (20) Business Days.