Common use of Payment Set Aside Clause in Contracts

Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyer hereunder or pursuant to the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, or the Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that any of the Company Credit Parties makes a payment or payments to the Buyer Agent, the Holders or the Lenders hereunder or pursuant to any of the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, Transaction Documents or the Buyer enforces Agent, the Holders or exercises its the Lenders enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to any of the CompanyCredit Parties, a trustee, receiver or any other person or entity Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company or any of the Subsidiaries makes a payment or payments to the Buyer Buyers hereunder or pursuant to the Note Certificate of Designations or under any of the other agreement, certificate, instrument or document contemplated hereby or thereby, Transaction Documents or the Buyer enforces Buyers enforce or exercises its exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyCompany or such Subsidiary, by a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company and/or any of its Subsidiaries makes a payment or payments to the Buyer Buyers hereunder or pursuant to any of the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, Transaction Documents or the Buyer enforces Buyers enforce or exercises its exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyer hereunder or pursuant to the Note Warrants or any other agreement, certificate, instrument or document contemplated hereby or thereby, or the Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Purchaser or the Company (in such capacity, the “Payor”) makes a payment or payments to the Buyer hereunder or other (in such capacity, the “Payee”) pursuant to the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, Transaction Document or the Buyer Purchaser enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyPayor, a trustee, receiver or any other person or entity Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company or the Shareholder makes a payment or payments to the Buyer Investor or the Holders hereunder or pursuant to any of the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, Transaction Documents or the Buyer enforces Investor or exercises its the Holders enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyCompany or the Shareholder, as applicable, a trustee, receiver or any other person or entity Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyer hereunder or pursuant to the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, Transaction Documents or the Certificate of Designations or Buyer or other holder of Securities enforces or exercises its their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity under any law (including, without limitationbut not limited to, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. [Remainder of page intentionally left blank. Signature page follows.]

Payment Set Aside. To the extent that the Company or any of the Subsidiaries makes a payment or payments to the Buyer hereunder or Buyers pursuant to this Agreement, the Note Notes or any other agreement, certificate, instrument Transaction Document or document contemplated hereby or thereby, or any of the Buyer Buyers enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyCompany or any of the Subsidiaries, by a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then then, to the extent of any such restoration restoration, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company or any of the Subsidiaries makes a payment or payments to the a Buyer hereunder or pursuant to this Agreement, the Note Notes, the Guaranty or any other agreement, certificate, instrument Transaction Document or document contemplated hereby or thereby, or the a Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyCompany or any of the Subsidiaries, by a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company or any of the Subsidiaries makes a payment or payments to the a Buyer hereunder or pursuant to this Agreement, the Note Sub Notes, the Guaranty or any other agreement, certificate, instrument Transaction Document or document contemplated hereby or thereby, or the a Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyCompany or any of the Subsidiaries, by a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company or any of its Subsidiaries makes a payment or payments to the a Buyer hereunder or pursuant to this Agreement, the Note Notes, the Shares, the Guaranty or any other agreement, certificate, instrument Transaction Document or document contemplated hereby or thereby, or the a Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyCompany or any of its Subsidiaries, by a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company or any of the Subsidiaries makes a payment or payments to the Buyer hereunder or Buyers pursuant to this Agreement, the Note Notes, the Subsidiary Guaranty or any other agreement, certificate, instrument or document contemplated hereby or thereby, Transaction Document or the Buyer enforces Buyers enforce or exercises its exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyCompany or any of the Subsidiaries, by a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then then, to the extent of any such restoration restoration, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company makes a payment ----------------- or payments to the Buyer Investor hereunder or pursuant to the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, Amended and Restated Registration Rights Agreement or the Buyer Series B Certificate of Designations or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that any of Holdings or the Company or any other obligor makes a payment or payments to the Buyer Purchasers hereunder or pursuant to under the Note Notes or any other agreement, certificate, instrument or document contemplated hereby or thereby, Transaction Documents or the Buyer enforces Purchasers enforce their rights or exercises its rights exercise their right of setoff hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to any of Holdings or the CompanyCompany or any other Investee, a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company makes a payment ----------------- or payments to the Buyer Investor hereunder or pursuant to the Note Amended and Restated Registration Rights Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby, of the Certificates of Designations or the Buyer Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company Borrower makes a payment or payments to the Buyer any Lender or Agent hereunder or pursuant to under the Note Notes or any other agreement, certificate, instrument Loan Document or document contemplated hereby any Lender or thereby, Agent enforces its security interests or the Buyer enforces rights or exercises its rights right or setoff hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyBorrower, a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall and all Liens created under the Collateral Agreements will be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company or any of its Subsidiaries makes a payment or payments to the a Buyer hereunder or pursuant to this Agreement, the Note Investors’ Rights Agreement, the Shares, or any other agreement, certificate, instrument Transaction Document or document contemplated hereby or thereby, or the a Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyCompany or any of its Subsidiaries, by a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company makes a payment or payments to the any Buyer hereunder or pursuant to the Note or any other agreementRegistration Rights Agreement, certificate, instrument or document contemplated hereby or thereby, the Articles of Amendment or the Warrants or such Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the Company, Company or to a trustee, receiver or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then then, to the extent of any such restoration restoration, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.. * * * * * *

Payment Set Aside. To the extent that the Company or any of its Subsidiaries makes a payment or payments to the a Buyer hereunder or pursuant to this Agreement, the Note Investors' Rights Agreement, the Shares, or any other agreement, certificate, instrument Transaction Document or document contemplated hereby or thereby, or the a Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyCompany or any of its Subsidiaries, by a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company Company, any of its Subsidiaries or any other obligor makes a payment or payments to the Buyer Purchasers hereunder or pursuant to the Note or any under other agreement, certificate, instrument or document agreements contemplated hereby or thereby, the Purchasers enforce their rights or the Buyer enforces or exercises its rights exercise their right of setoff hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the Company, any of its Subsidiaries, a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued shall continue in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company or any of its Subsidiaries makes a payment or payments to the Buyer hereunder or pursuant to this Agreement, the Note Registration Rights Agreement, the Note, the Warrant, the Guaranty or any other agreement, certificate, instrument Transaction Document or document contemplated hereby or thereby, or the Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyCompany or any of its Subsidiaries, by a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company makes a any payment or payments are made to the Buyer hereunder or pursuant to the Note Purchaser or any other agreement, certificate, instrument holder of Securities or document contemplated hereby any Put Note under this Agreement or thereby, under the Securities or the Buyer Put Notes or Purchaser or any other holder enforces its rights or exercises its rights hereunder right of setoff under this Agreement or thereunder, and such payment or payments or the proceeds of such enforcement or exercise setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored by Purchaser or such other holder to the Companysuch payor, a trustee, receiver or any other person or entity Person under any law Law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyer any Purchaser hereunder or pursuant to under the Note terms of the Series D Preferred Shares (as set forth in the New Articles) or any other agreement, certificate, instrument or document contemplated hereby or thereby, or the Buyer such Purchaser enforces its rights or exercises its rights right of setoff hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company makes a ----------------- payment or payments to the Buyer any Purchaser hereunder or pursuant to the Note Registration Rights Agreement, the Convertible Notes or any other agreement, certificate, instrument or document contemplated hereby or therebythe Warrants, or the Buyer enforces Purchasers enforce or exercises its exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOLLOW]

Payment Set Aside. To the extent that the Company or any of the Subsidiaries makes a payment or payments to the Buyer hereunder or Buyers pursuant to this Agreement, the Note Bridge Notes, the Bridge Guaranty or any other agreement, certificate, instrument or document contemplated hereby or thereby, Transaction Document or the Buyer enforces Buyers enforce or exercises its exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyCompany or any of the Subsidiaries, by a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then then, to the extent of any such restoration restoration, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company or any other obligor makes a payment or payments to the Buyer Acquiror hereunder or pursuant to the Note or any under other agreement, certificate, instrument or document agreements contemplated hereby or thereby, the Acquiror enforce their rights or the Buyer enforces or exercises its rights exercise their right of setoff hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the Company, any of its Subsidiaries, a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued shall continue in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company or any of its Subsidiaries makes a payment or payments to the a Buyer hereunder or pursuant to this Agreement, the Note Notes, the Guaranty or any other agreement, certificate, instrument Transaction Document or document contemplated hereby or thereby, or the a Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the CompanyCompany or any of its Subsidiaries, by a trustee, receiver or any other person or entity Person under any law (including, without limitation, including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Payment Set Aside. To the extent that the Company makes a any payment or payments are made to the Buyer any Purchaser hereunder or pursuant to under the Note Securities, any notes issued in exchange for any Securities or any other agreement, certificate, instrument or document contemplated hereby or thereby, or the Buyer such Purchaser enforces its rights or exercises its rights right of setoff hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, or set aside, recovered from, or disgorged by the Buyer, or are required to be refunded, repaid or otherwise restored to the Companysuch payor, a trustee, receiver or any other person or entity Person under any law law, statute, rule or regulation (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.