Setoff; Contingent or Disputed Claims. ​ agrees to pay all undisputed charges under this Agreement without counterclaim, set-off or deduction. In the event that ​ legitimately and reasonably disputes an invoiced amount, ​ will provide ​ with written notice of the amount in dispute and the basis for the dispute. ​ agrees that it will work with ​ to resolve the dispute reasonably and expeditiously within a thirty (30) day period.

Contingent Liability Earnout Payment Documents. The Company and the Parent shall have entered into documentation (the “Parent Contingent Earnout Documents”) pursuant to which the Parent shareholders of record on the day before the Closing shall be entitled to receive one-half of the net proceeds on an as-received basis from an enforced, final non-appealable judgment from any litigation arising out of the Commercial Lease Default. For the avoidance of doubt, such proceeds shall be net of all litigation and enforcement cost and expenses incurred by the Company, the Parent, and any affiliates or subsidiaries. The Parent and the Company confirm their intent to pursue this litigation commencing within a reasonable time subsequent to the Closing. Additionally, the new management of the combined Parties agree to consult with Wiegand on a regular basis during the litigation and Wiegand agrees to cooperate in all reasonable regards in supporting that litigation.

Section # Contingent Obligations 54

Litigation and Contingent Obligations

Section # Contingent Obligations. Other than any # liability incident to any pending litigation, arbitration or proceedings and # contingent obligations that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Consolidated Subsidiary has contingent obligations not provided for or disclosed in the financial statements referred to in [Section 5.4].

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent,

Customary contingent indemnification obligations to purchasers in connection with any disposition otherwise permitted under this Agreement;

“Total Indebtedness” means all Indebtedness of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis, but excluding any Indebtedness consisting of # contingent obligations of the Borrower or any Restricted Subsidiary as an account party in respect of letters of credit and letters of guaranty and # contingent obligations of the Borrower or any Restricted Subsidiary in respect of bankers’ acceptances.

“Unliquidated Obligations” means, at any time, any Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Obligation that is: # an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; # any other obligation (including any guarantee) that is contingent in nature at such time; or # an obligation to provide collateral to secure any of the foregoing types of obligations.

to the extent constituting an Investment, any indemnities, undertakings, representations or other obligations (including contingent obligations) of the Borrower and its Subsidiaries under the Existing Governmental Fueling Facility Arrangements;