Compensation and Set-Off. 12.2.1 In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, after the occurrence of an Event of Default, the Lender is hereby authorized by the Borrower, at any time and from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, to effect compensation, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured), and any other Indebtedness at any time held or owing by the Lender to or for the credit or the account of the Borrower against and on account of the obligations and liabilities of the Borrower to the Lender hereunder, although said obligations and liabilities, or any of them, shall be contingent or unmatured.
12.2.2 For the purposes of the application of this Section, the Parties agree that the benefit of any term applicable to any Lender's deposit, credit indebtedness, liability or obligation referred to in this Section shall be lost immediately before the time when the Lender exercises its rights under this Section in respect of such deposit, credit indebtedness, liability or obligation of the Lender.
12.2.3 Furthermore, in the exercise of its rights under this Section, where any Indebtedness of the Lender to the Borrower is not outstanding in the same currency as the Indebtedness of the Borrower to the Lender, then the Lender may effect all currency conversions with respect to any such Indebtedness as it considers appropriate in accordance with its normal practices by using its own rate of exchange in effect on the Business Day preceding that on which it exercised its rights under this Section.
Compensation and Set-Off. In addition to and not in limitation of any rights now or hereafter granted under applicable law, if an Event of Default occurs, the Lender is authorized at any time and from time to time to the fullest extent permitted by law without notice to the Borrower or to any other Person, any notice being expressly waived by the Borrower, to set-off and compensate and to apply any and all indebtedness at any time owing by the Lender to or for the credit of or the account of the Borrower against and on account of the obligations and liabilities of the Borrower due and payable to the Lender under this Agreement, including, without limitation, all claims of any nature or description arising out of or connected with this Agreement, irrespective of whether or not the Lender has made any demand under this Agreement. Without any obligation or liability on its part, the Lender will attempt in good faith to advise the Borrower of the Lender’s exercise of any of its rights under this Section 7.01.
Compensation and Set-Off. In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, after the occurrence of an Event of Default that is continuing, each Finance Party is hereby authorized by the Borrower, at any time and from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, to effect compensation, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured), and any other Indebtedness at any time held or owing by such Finance Party to or for the credit or the account of the Borrower against and on account of the obligations and liabilities of the Borrower to such Finance Party under the Operative Documents, irrespective of whether or not the Agent shall have made any demand hereunder or shall have declared the Loans to be due and payable as permitted hereunder and although said obligations and liabilities, or any of them, shall be contingent or unmatured.
Compensation and Set-Off. In addition to any rights now or hereafter granted under [COUNTRY] law and hereunder and not by way of limitation of any such rights, upon the occurrence of a Default or an Event of Default, the Lender is hereby authorized by the Borrower, at any time or from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, to effect compensation, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured) and any other indebtedness at any time held or owing by the Lender to or for the credit or the account of the Borrower against and on account of the obligations and liabilities of the Borrower to the Lender under this Agreement or the Security Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement or the Security Documents, irrespective of whether or not the Lender shall have made any demand hereunder or shall have declared the amounts referred to in subsection 13.2.1 to be due and payable as permitted by Section 13.2 and although said obligations and liabilities or any of them, shall be contingent or unmatured.
Compensation and Set-Off. In addition to any right now or hereafter granted under Law and not by way of limitation of any such right, upon the occurrence of a Default or an Event of Default, the Lenders are hereby authorized by the Borrower, at any time, without notice to the Borrower or to any other Person other than as is required by Law, any such notice being hereby expressly waived, to effect compensation, to set-off and to appropriate and to apply any and all deposits, whether matured or unmatured, and any other indebtedness at any time held or owing by the Lenders to or for the credit or the account of the Borrower against and on account of the obligations and liabilities of the Borrower to the Lenders under this Agreement. Such compensation and set-off may be effected irrespective of whether or not the Agent or the Lenders shall have made any demand hereunder or shall have declared the amounts of the Revolving Loans to be due and payable as permitted hereunder and although any of the said obligations and liabilities shall be contingent or unmatured.
Compensation and Set-Off. In addition to any right now or hereafter granted under Law and not by way of limitation of any such right, upon the occurrence of an Event of Default, the Lenders are hereby authorized by the Borrower, at any time, without notice to the Borrower or to any other Person other than as is required by Law, any such notice being hereby expressly waived, to effect compensation, to set- off and to appropriate and to apply any and all deposits, whether matured or unmatured, and any other indebtedness at any time held or owing by the Lenders to or for the credit or the account of the Borrower against and on account of the obligations and liabilities of the Borrower (i) to the Lenders under this Agreement and (ii) to the Lenders or their Affiliates under Derivative Instruments executed with the Borrower.
Compensation and Set-Off. Subject to Section 4.2, the Partnership may compensate and set-off any of its liabilities or obligations to any Partner against any liabilities or obligations of such Partner to the Partnership under this Agreement or any other agreement, subject to the terms of any relevant agreements between the Partnership and such Partner.
Compensation and Set-Off. In addition to and not in limitation of any rights now or hereafter granted to the Lender under Applicable Law, if an Event of Default occurs, the Lender is authorized at any time and from time to time to the fullest extent permitted by law, without notice to the Borrower, or to any other Person (any such notice being expressly waived by the Borrower), to set off and to apply any and all indebtedness at any time owing by the Lender to or for the credit of or for the account of the Borrower against and on account of the obligations and liabilities of the Borrower due and payable to the Lender under this Agreement including, without limitation, all claims of any nature or description arising out of or connected with this Agreement, irrespective of whether or not the Lender has made any demand under this Agreement. Without any obligation or liability on its part, the Lender will attempt in good faith to advise the Borrower of the Lender’s exercise of any of its rights under this Section 9.1 but in no event shall failure to do so affect the legality, validity or existence of the exercise of such offset.
Compensation and Set-Off. In addition to any right now or hereafter granted under Law, upon the occurrence of a Default or an Event of Default, each Lender is hereby authorized by the Borrower, at any time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, to effect compensation, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, whether matured or unmatured) and credits in the Canadian Dollar Account and the U.S. Dollar Account, and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to such Lender under this Agreement, irrespective of whether or not the Agent shall have made any demand hereunder or shall have declared the amounts of the Loans to be due and payable as permitted hereunder.
Compensation and Set-Off
