Common use of Security and Offset Clause in Contracts

Security and Offset. Company hereby grants to Escrow Holder and the Indemnified Parties a security interest in and lien upon the Escrow (to the extent of Company's rights thereto) to secure all obligations hereunder, and Escrow Holder and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow (to the extent of Company's rights thereto). If for any reason the funds in Escrow available to Escrow Holder and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Company shall promptly pay such amounts to Escrow Holder and the Indemnified Parties upon receipt of an itemized invoice.