Common use of Setoffs Clause in Contracts

Setoffs. Without altering or limiting any of the rights and remedies of the Debtors and the Reorganized Debtors under section 502(d) of the Bankruptcy Code, all of which rights and remedies are hereby reserved, the Debtors and the Reorganized Debtors may, but shall not be required to, withhold (but not setoff except as set forth below) from the distributions called for hereunder on account of any Allowed Claim an amount equal to any claims, Causes of Action and Retained Litigation Claims of any nature that the Debtors or the Reorganized Debtors may hold against the Holder of any such Allowed Claim; provided that, at least ten (10) days prior to effectuating such withholding, the Debtors or the Reorganized Debtors, as applicable, shall provide written notice thereof to the applicable Holder of such Claim, and all objections and defenses of such Holder to such withholding are preserved. In the event that any such claims, Causes of Action or Retained Litigation Claims are adjudicated by Final Order or otherwise resolved against the applicable Holder, the Debtors and the Reorganized Debtors may, pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, set off against any Allowed Claim and the distributions to be made pursuant hereto on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), the amount of such adjudicated or resolved claims, Causes of Action or Retained Litigation Claims. Neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such claims, Causes of Action or Retained Litigation Claims, all of which are reserved unless expressly released or compromised pursuant to this Plan or the Confirmation Order. Notwithstanding anything to the contrary herein, the Allowed Prepetition Notes Claims and the distributions to be made pursuant hereto on account of such Claims will not be subject to set off by the Debtors or the Reorganized Debtors pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, and the Debtors and the Reorganized Debtors hereby waive any and all rights of set-off against such Claims.

Setoffs. Without altering or limiting any of the rights and remedies of the Debtors and the Reorganized Debtors under section 502(d) of the Bankruptcy Code, all of which rights and remedies are hereby reserved, the Debtors and the Reorganized Debtors may, but shall not be required to, withhold Except as otherwise expressly provided for herein (but not setoff except as set forth below) from the distributions called for hereunder on account of any Allowed Claim an amount equal including with respect to any claimsDex East Secured Credit Facility Claims, Causes Dex West Secured Credit Facility Claims, RHDI Secured Credit Facility Claims or Claims with respect to letters of Action and Retained Litigation Claims credit as provided in the definition of any nature that the Debtors or the Other Secured Claims), each Reorganized Debtors may hold against the Holder of any such Allowed Claim; provided that, at least ten (10) days prior to effectuating such withholding, the Debtors or the Reorganized Debtors, as applicable, shall provide written notice thereof to the applicable Holder of such Claim, and all objections and defenses of such Holder to such withholding are preserved. In the event that any such claims, Causes of Action or Retained Litigation Claims are adjudicated by Final Order or otherwise resolved against the applicable Holder, the Debtors and the Reorganized Debtors mayDebtor, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code or Code), applicable non-bankruptcy law, or as may be agreed to by the holder of a Claim, may set off against any Allowed Claim and the distributions to be made pursuant hereto to the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), the amount of such adjudicated or resolved claimsany Claims, rights, and Causes of Action of any nature that such Debtor or Retained Litigation Reorganized Debtor, as applicable, may hold against the holder of such Allowed Claim, to the extent such Claims. Neither , rights, or Causes of Action against such holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder pursuant to the Plan shall constitute a waiver or release by the Debtors or the such Reorganized Debtors Debtor of any such claimsClaims, rights, and Causes of Action or Retained Litigation Claims, all that such Reorganized Debtor may possess against such holder. In no event shall any holder of which are reserved unless expressly released or compromised pursuant to this Plan or the Confirmation Order. Notwithstanding anything to the contrary herein, the Allowed Prepetition Notes Claims and the distributions to be made pursuant hereto on account of such Claims will not be subject entitled to set off by any Claim against any Claim, right, or Cause of Action of the Debtors Debtor or Reorganized Debtor, as applicable, unless such holder has filed a motion with the Reorganized Debtors Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, and the Debtors and the Reorganized Debtors hereby waive any and all rights of set-off against such Claimsotherwise.

Setoffs. Without altering If (a) any Lender, or limiting any lender under any Eligible Credit Facility, exercises any right of setoff, banker's lien or similar right with respect to any Collateral for payment of any Secured Obligations, each of the rights and remedies Secured Parties agrees with each other Secured Party that if an amount to be set off is to be applied to Indebtedness of the Debtors Borrowers to such Lender or such lender, as the case may be, other than the Bank Debt, such amount shall be applied ratably to such other Indebtedness and to the Bank Debt, and (b) any Secured Party, Lender, lender under any Eligible Credit Facility or Debenture Holder shall receive from the Borrowers, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim on the Bank Debt or Debenture Debt by proceedings against the Borrowers at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of Bank Debt or Debenture Debt held by such Person any amount from the Collateral in excess of its ratable portion of the payments received by the other Lenders, lenders under any Eligible Credit Facility or Debenture Holders with respect to the Bank Debt and Debenture Debt held by all of the Lenders, lenders under any Eligible Credit Facility and Debenture Holders as contemplated by this Agreement, such Person will make such disposition and arrangements with the other Lenders, lenders under any Eligible Credit Facility and Debenture Holders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise, as shall result in each Lender, lender under any Eligible Credit Facility or Debenture Holder receiving in respect of the Bank Debt or Debenture Debt held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender or lender under any Eligible Credit Facility, such disposition and arrangements shall be rescinded and the Reorganized Debtors under section 502(d) amount restored to the extent of the Bankruptcy Code, all of which rights and remedies are hereby reserved, the Debtors and the Reorganized Debtors maysuch recovery, but shall not be required to, withhold (but not setoff except as set forth below) from the distributions called for hereunder on account of any Allowed Claim an amount equal to any claims, Causes of Action and Retained Litigation Claims of any nature that the Debtors or the Reorganized Debtors may hold against the Holder of any such Allowed Claim; provided that, at least ten (10) days prior to effectuating such withholding, the Debtors or the Reorganized Debtors, as applicable, shall provide written notice thereof to the applicable Holder of such Claim, and all objections and defenses of such Holder to such withholding are preserved. In the event that any such claims, Causes of Action or Retained Litigation Claims are adjudicated by Final Order or otherwise resolved against the applicable Holder, the Debtors and the Reorganized Debtors may, pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, set off against any Allowed Claim and the distributions to be made pursuant hereto on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), the amount of such adjudicated or resolved claims, Causes of Action or Retained Litigation Claims. Neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such claims, Causes of Action or Retained Litigation Claims, all of which are reserved unless expressly released or compromised pursuant to this Plan or the Confirmation Order. Notwithstanding anything to the contrary herein, the Allowed Prepetition Notes Claims and the distributions to be made pursuant hereto on account of such Claims will not be subject to set off by the Debtors or the Reorganized Debtors pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, and the Debtors and the Reorganized Debtors hereby waive any and all rights of set-off against such Claimswithout interest.

Setoffs. Without altering or limiting any of the rights and remedies of the Debtors and the Reorganized Debtors under section 502(d) of the Bankruptcy Code, all of which rights and remedies are hereby reserved, the Debtors and the Reorganized Debtors may, but shall not be required to, withhold (but not setoff except as set forth below) from the distributions called for hereunder on account of any Allowed Claim an amount equal to any claims, Causes of Action and Retained Litigation Claims of any nature that the Debtors or the Reorganized Debtors may hold against the Holder of any such Allowed Claim; provided that, at least ten (10) days prior to effectuating such withholding, the Debtors or the Reorganized Debtors, as applicable, shall provide written notice thereof Except with respect to the applicable Holder of such ClaimTerm Loan Facility Claims, and all objections and defenses of such Holder to such withholding are preserved. In the event that any such claimsABL Facility Claims, Causes of Action DIP Facility Claims, or Retained Litigation Claims are adjudicated by Final Order or as otherwise resolved against the applicable Holderexpressly provided for herein, the Debtors and the each Reorganized Debtors mayDebtor, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code or Code), applicable non-bankruptcy law, or as may be agreed to by the holder of a Claim, may set off against any Allowed Claim and the distributions to be made pursuant hereto to the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), the amount of such adjudicated or resolved claimsany Claims, rights, and Causes of Action of any nature that such Debtor or Retained Litigation Reorganized Debtor, as applicable, may hold against the holder of such Allowed Claim, to the extent such Claims. Neither , rights, or Causes of Action against such holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder pursuant to the Plan shall constitute a waiver or release by the Debtors or the such Reorganized Debtors Debtor of any such claimsClaims, rights, and Causes of Action or Retained Litigation Claims, all that such Reorganized Debtor may possess against such holder. In no event shall any holder of which are reserved unless expressly released or compromised pursuant to this Plan or the Confirmation Order. Notwithstanding anything to the contrary herein, the Allowed Prepetition Notes Claims and the distributions to be made pursuant hereto on account of such Claims will not be subject entitled to set off by any Claim against any Claim, right, or Cause of Action of the Debtors Debtor or Reorganized Debtor, as applicable, unless such holder has filed a motion with the Reorganized Debtors Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, and the Debtors and the Reorganized Debtors hereby waive any and all rights of set-off against such Claimsotherwise.

Setoffs. Without altering Except as otherwise provided herein or limiting any of in the rights Confirmation Order, and remedies of the Debtors and the Reorganized Debtors under section 502(d) of the Bankruptcy Code, all of which rights and remedies are hereby reserved, the Debtors and the Reorganized Debtors may, but shall not be required to, withhold (but not setoff except as set forth below) from the distributions called for hereunder on account of any Allowed Claim an amount equal subject to any claims, Causes of Action and Retained Litigation Claims of any nature that the Debtors or the Reorganized Debtors may hold against the Holder of any such Allowed Claim; provided that, at least ten (10) days prior to effectuating such withholdingapplicable Law, the Debtors or the Reorganized Debtors, as applicable, shall provide written notice thereof to the applicable Holder of or such ClaimEntity’s designee (including, and all objections and defenses of such Holder to such withholding are preserved. In the event that any such claims, Causes of Action or Retained Litigation Claims are adjudicated by Final Order or otherwise resolved against the applicable Holderwithout limitation, the Debtors and the Reorganized Debtors Disbursing Agent) may, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code or Code), applicable non-bankruptcy law, or as may otherwise be agreed to by the Holder of a Claim, set off against any Allowed Claim and (which setoff shall be made against the Allowed Claim, not against any distributions to be made pursuant hereto on account of such Allowed Claim (before any distribution is made on account of under this Plan and the Confirmation Order with respect to such Allowed Claim), the amount of such adjudicated or resolved claimsany Claims, rights and Causes of Action or Retained Litigation Claims. Neither the failure to effect such a setoff nor the allowance of any nature that such Debtor or Reorganized Debtor may hold against the Holder of such Allowed Claim, to the extent such Claims, rights or Causes of Action against such Holder have not been otherwise released, waived, relinquished, exculpated, compromised, or settled on or prior to the Effective Date (whether pursuant to this Plan, the Confirmation Order or otherwise), and any distribution to which a Holder is entitled under this Plan and the Confirmation Order shall be made on account of the Allowed Claim, as reduced after application of the setoff described above. In no event shall any Holder of Claims be entitled to set off any Claim hereunder shall constitute against any Claim, right, or Cause of Action of the Debtors or the Reorganized Debtors unless such Holder obtains entry of a waiver Final Order entered by the Bankruptcy Court authorizing such setoff or release such setoff is otherwise agreed to in writing by the Debtors or the Reorganized Debtors and such Holder of any such claimsa Claim; provided, Causes of Action or Retained Litigation Claimshowever, all of which are reserved unless expressly released or compromised pursuant to this Plan or the Confirmation Order. Notwithstanding anything to the contrary hereinthat, the Allowed Prepetition Notes Claims and the distributions to be made pursuant hereto on account of such Claims will not be subject to set off by the Debtors or the Reorganized Debtors pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, and where there is no written agreement between the Debtors and a Holder of a Claim authorizing such setoff, nothing herein shall prejudice or be deemed to have prejudiced the Reorganized Debtors hereby waive Debtors’ rights to assert that any and all Holder’s setoff rights of set-off against such Claimswere required to have been asserted by motion to the Bankruptcy Court prior to the Effective Date.

Setoffs. Without altering or limiting any of the rights and remedies of the Debtors and the Reorganized Debtors under section 502(d) of the Bankruptcy Code, all of which rights and remedies are hereby reserved, the Debtors and the Reorganized Debtors may, but shall not be required to, withhold (but not setoff except as set forth below) from the distributions called for hereunder on account of any Allowed Claim an amount equal to any claims, Causes of Action and Retained Litigation Claims of any nature that the Debtors or the Reorganized Debtors may hold against the Holder of any such Allowed Claim; provided that, at least ten (10) days prior to effectuating such withholding, the Debtors or the Reorganized Debtors, as applicable, shall provide written notice thereof to the applicable Holder of such Claim, and all objections and defenses of such Holder to such withholding are preserved. In the event that any such claims, Causes of Action or Retained Litigation Claims are adjudicated by Final Order or otherwise resolved against the applicable Holder, the Debtors and the Reorganized Debtors may, pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, set off against any Allowed Claim and the distributions to be made pursuant hereto on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), the amount of such adjudicated or resolved claims, Causes of Action or Retained Litigation Claims. Neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such claims, Causes of Action or Retained Litigation Claims, all of which are reserved unless expressly released or compromised pursuant to this Plan or the Confirmation Order. Notwithstanding anything to the contrary herein, the Allowed Prepetition Notes Claims and the distributions to be made pursuant hereto on account of such Claims will not be subject to set off by the Debtors or the Reorganized Debtors pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, and the Debtors and the Reorganized Debtors hereby waive any and all rights of set-off against such Claims.

Setoffs. Without altering or limiting any of Except as otherwise provided herein, the rights and remedies of Debtors, the Debtors Reorganization Trust, the Post-Effective-Date Debtor Subsidiaries, the Post-Effective-Date Xxxxx City Debtors, and the Reorganized Debtors under Purchaser, as applicable pursuant to the Bankruptcy Code (including section 502(d) 553 of the Bankruptcy Code), all applicable nonbankruptcy law, or as may be agreed to by the Holder of which rights and remedies are hereby reserveda Claim or Interest, the Debtors and the Reorganized Debtors may, but shall not be required to, withhold (but not setoff except as may set forth below) from the distributions called for hereunder on account of off against any Allowed Claim an amount equal or Interest (which setoff shall be made against the Allowed Claim or Interest, not against any distributions to be made under the Plan with respect to such Allowed Claim or Interest), any claimsClaims, rights, and Causes of Action and Retained Litigation Claims of any nature that the Debtors or the Reorganized Debtors any Debtor may hold against the Holder of any such Allowed Claim or Interest, to the extent such Claims, rights, or Causes of Action against such Holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise), and any distribution to which a Holder is entitled under the Plan shall be made on account of the Claim or Interest, as reduced after application of the setoff described above. In no event shall any Holder of any Claim or Interest be entitled to set off any Claim or Interest against any Claim, right, or Cause of Action of the Debtors unless such Holder obtains entry of a Final Order entered by the Bankruptcy Court authorizing such setoff or unless such setoff is otherwise agreed to in writing by the Debtors, the Reorganization Trust, the Post-Effective-Date Debtor Subsidiaries, the Post-Effective-Date Xxxxx City Debtors, or the Purchaser, as applicable, and a Holder of a Claim or Interest; provided that, at least ten (10) days where there is no written agreement between the Debtors, the Reorganization Trust, the Post-Effective-Date Debtor Subsidiaries, the Post-Effective-Date Xxxxx City Debtors, or the Purchaser, as applicable and a holder of a claim authorizing such setoff nothing herein shall prejudice or be deemed to have prejudiced the rights of the Debtors, the Reorganization Trust, the Post-Effective-Date Debtor Subsidiaries, the Post-Effective-Date Xxxxx City Debtors, or the Purchaser to assert that any Holder’s setoff rights were required to have been asserted by motion to the Bankruptcy Court prior to effectuating such withholdingthe Effective Date. For the avoidance of doubt, the Debtors or the Reorganized Debtors, as applicable, EIX shall provide written notice thereof to the applicable Holder of such Claim, and all objections and defenses of such Holder to such withholding are preserved. In the event that any such claims, Causes of Action or Retained Litigation Claims are adjudicated by Final Order or otherwise resolved against the applicable Holder, the Debtors and the Reorganized Debtors may, pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, set off against any Allowed Claim and the distributions to be made pursuant hereto on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), the amount of such adjudicated or resolved claims, Causes of Action or Retained Litigation Claims. Neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such claims, Causes of Action or Retained Litigation Claims, all of which are reserved unless expressly released or compromised pursuant to this Plan or the Confirmation Order. Notwithstanding anything to the contrary herein, the Allowed Prepetition Notes Claims and the distributions to be made pursuant hereto on account of such Claims will not be subject entitled to set off any claim against any Debtor except as provided in the EIX Settlement unless such setoff is otherwise agreed to in writing by the Debtors or the Reorganized Debtors pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, and the Debtors and the Reorganized Debtors hereby waive any and all rights of set-off against such ClaimsReorganization Trust.

Setoffs. Without altering or limiting any of Except as otherwise expressly provided for herein, each Reorganized Debtor, pursuant to the rights and remedies of the Debtors and the Reorganized Debtors under Bankruptcy Code (including section 502(d) 553 of the Bankruptcy Code), all applicable non-bankruptcy law, or as may be agreed to by the Holder of which rights and remedies are hereby reserveda Claim, the Debtors and the Reorganized Debtors may, may (but shall not be required to, withhold (but not setoff except as set forth below) from the distributions called for hereunder on account of any Allowed Claim an amount equal to any claims, Causes of Action and Retained Litigation Claims of any nature that the Debtors or the Reorganized Debtors may hold against the Holder of any such Allowed Claim; provided that, at least ten (10) days prior to effectuating such withholding, the Debtors or the Reorganized Debtors, as applicable, shall provide written notice thereof to the applicable Holder of such Claim, and all objections and defenses of such Holder to such withholding are preserved. In the event that any such claims, Causes of Action or Retained Litigation Claims are adjudicated by Final Order or otherwise resolved against the applicable Holder, the Debtors and the Reorganized Debtors may, pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, set off against any Allowed Claim and the distributions to be made pursuant hereto to the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), the amount of such adjudicated or resolved any claims, rights, and Causes of Action of any nature that such Debtor or Retained Litigation Claims. Neither Reorganized Debtor, as applicable, may hold against the Holder of such Allowed Claim, to the extent such claims, rights, or Causes of Action against such Holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder pursuant to the Plan shall constitute a waiver or release by the Debtors or the such Reorganized Debtors Debtor of any such claims, rights, and Causes of Action or Retained Litigation Claimsthat such Reorganized Debtor may possess against such Holder. Other than as permitted under the Bankruptcy Code, all in no event shall any Holder of which are reserved unless expressly released or compromised pursuant to this Plan or the Confirmation Order. Notwithstanding anything to the contrary herein, the Allowed Prepetition Notes Claims and the distributions to be made pursuant hereto on account of such Claims will not be subject entitled to set off by any such Claim against any claim, right, or Cause of Action of the Debtors Debtor or Reorganized Debtor (as applicable), unless such Holder has Filed a motion with the Reorganized Debtors Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such Holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, and the Debtors and the Reorganized Debtors hereby waive any and all rights of set-off against such Claimsotherwise.