INDEBTEDNESS AND RIGHT OF SET OFF Sample Clauses

INDEBTEDNESS AND RIGHT OF SET OFF. Nothing contained in this Agreement shall be construed as giving Selling Broker-Dealer or General Agent the right to incur any indebtedness on behalf of Pacific Mutual or PEN. Selling Broker-Dealer and General Agent hereby authorize PEN and Pacific Mutual to set off liabilities of Selling Broker-Dealer and General Agent to Pacific Mutual and PEN against any and all amounts otherwise payable to Selling Broker-Dealer or General Agent.
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INDEBTEDNESS AND RIGHT OF SET OFF. Nothing contained in this Agreement shall be construed as giving Selling Broker-Dealer the right to issue any indebtedness on behalf of CLICA or CLAFS. Selling Broker Dealer hereby authorizes CLICA as agent of CLAFS to set off liabilities of Selling Broker-Dealer to CLICA or CLAFS against any and all amounts otherwise payable to Selling Broker-Dealer.
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INDEBTEDNESS AND RIGHT OF SET OFF. Nothing contained in this Agreement shall be construed as giving Selling Broker-Dealer or Producer the right to incur any indebtedness on behalf of the Company or Clarendon. Selling Broker-Dealer and Producer hereby authorize Clarendon and the Company to set off liabilities of Selling Broker-Dealer and Producer to the Company and Clarendon against any and all amounts otherwise payable to Selling Broker-Dealer or Producer.
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INDEBTEDNESS AND RIGHT OF SET OFF. Nothing contained in this Agreement shall be construed as giving Selling Broker-Dealer or Producer the right to incur any indebtedness on behalf of the Company or Sun Investment. Selling Broker-Dealer and Producer hereby authorize Sun Investment and the Company to set off liabilities of Selling Broker-Dealer and Producer to the Company and Sun Investment against any and all amounts otherwise payable to Selling Broker-Dealer or Producer.
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INDEBTEDNESS AND RIGHT OF SET OFF. Nothing contained in this Agreement shall be construed as giving Selling Broker-Dealer or General Agent the right to incur any indebtedness on behalf of MSS or MLNY. Selling Broker-Dealer and General Agent hereby authorize MSS to set off liabilities of Selling Broker-Dealer and General Agent to MSS or MLNY against any and all amounts otherwise payable to Selling Broker-Dealer or General Agent.
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INDEBTEDNESS AND RIGHT OF SET OFF. Nothing contained in this Agreement shall be construed as giving the Selling Broker-Dealer or General Agent the right to incur any indebtedness on behalf of Manulife Financial Securities or Manulife New York. Selling Broker-Dealer and General Agent hereby authorize Manulife Financial Securities to set off liabilities of Selling Broker-Dealer and General Agent to Manulife Financial Securities and Manulife New York against any and all amounts otherwise payable to Selling Broker-Dealer or General Agent.
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INDEBTEDNESS AND RIGHT OF SET OFF i. If Broker becomes indebted to Company, AGA or any of the Insurers through Company, in connection with any policy or plan submitted by Broker through Company and AGA for which Broker received compensation hereunder or under Broker’s contract with an Insurer, Broker hereby agrees to repay such Indebtedness on demand (the “Debt”). ii. If the Debt is not repaid by Broker within 60 days of the date on which notice is given to Broker by Company, AGA or the Insurer of the Debt, Company and/or AGA may offset against any claim for compensation hereunder or against any other money payable to Broker by Company, AGA or any Insurer, any Debt due or to become due from Broker to Company, whether arising under this Agreement or otherwise, which Debt will be a first charge against such compensation. In connection herewith, Broker hereby authorizes Company to (A) direct any Insurers with which both Company and Broker deal, to assign and make payable to Company all future compensation earned by Broker (including, without limitation, commission, override, bonus, renewal and service commission) from such Insurers, and (B) apply any proceeds received from Insurers under (A) hereof, to the reduction of the Debt, until such time as the Debt is reduced to nil. Any such assignment will cease upon repayment in full of the Debt owing to Company or AGA. iii. If any Debt is not repaid within said 60 days, or if a mutually acceptable arrangement has not been made regarding repayment, Company may refer the Debt to a collection agent. The cost of such action, including, without limitation, collection agency, legal and accounting fees and interest, will be recoverable from Broker as part of the Debt. iv. Unless otherwise notified, interest will be charged on any Debt outstanding after 60 days at the Bank of Canada’s prime interest rate plus 3%, calculated semi-annually. v. Company, in its sole discretion, may register this Agreement under the Personal Property Security Act (Ontario) or any other similar legislation in other jurisdictions in Canada. Broker agrees that Company shall not be required to deliver to Broker a copy of any financing statement or other security documentation filed by Company in any provincial registry in connection therewith. vi. Termination of this Agreement for any reason whatsoever shall not affect the obligation of Broker to repay the Debt, and the provisions of this Section 5(e) shall survive any such termination in their entirety, including, without limitat...
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Related to INDEBTEDNESS AND RIGHT OF SET OFF

  • Interest and Right of Set Off Any sum which becomes payable under any of the provisions of this Agreement by one Party to the other Party shall, if the same be not paid within the time allowed for payment thereof, shall be deemed to be a debt owed by the Party responsible for payment thereof to the Party entitled to receive the same. Such sum shall until payment thereof carry simple interest at SBI PLR plus 5% per annum from the due date for payment thereof until the same is paid to or otherwise realised by the Party entitled to the same. Without prejudice to any other right or remedy that may be available under this Agreement or otherwise under law, the Party entitled to receive such amount shall also have the right of set off. Provided the stipulation regarding interest for delayed payments contained in Clause 14.2 shall neither be deemed nor construed to authorise any delay in payment of any amount due by a Party nor be deemed or construed to be a waiver of the underlying breach of payment obligations.

  • Right of Set-off Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

  • Indebtedness and Liens Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (b) except as allowed as a Permitted Lien, sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets, or (c) sell with recourse any of Borrower's accounts, except to Lender.

  • No Right of Set-Off The Trustee waives any right of set-off or any right, title, interest or claim of any kind that the Trustee may have against the Property held in the Trust Account. In the event the Trustee has a claim against the Company under this Agreement, including, without limitation, under Section 3(b), the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.

  • Other Indebtedness and Agreements (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans).

  • Rights of Set-Off With respect to any amount that HHSC in good faith determines should be reimbursed to it or is otherwise payable to it by the MA Dual SNP pursuant to this Agreement, HHSC may deduct the entire amount owed against the charges otherwise payable or expenses owed to it under this Agreement until such time as the entire amount determined to be owed has been paid. HHSC will provide the MA Dual SNP with written notice of and supporting information concerning such offsets, and will be relieved of its obligation to make any payments to the MA Dual SNP until such time as all such amounts have been paid to HHSC.

  • PAYMENTS AND SET-OFF All sums payable by the Guarantor under this Deed of Guarantee shall be paid without any set-off, lien or counterclaim, deduction or withholding, howsoever arising, except for those required by law, and if any deduction or withholding must be made by law, the Guarantor will pay that additional amount which is necessary to ensure that the Beneficiary receives a net amount equal to the full amount which it would have received if the payment had been made without the deduction or withholding. The Guarantor shall pay interest on any amount due under this Deed of Guarantee from the day after the date on which payment was due up to and including the date of payment in full (as well after as before any judgment) calculated from day to day at a rate per annum equal to the latest inter-bank lending rate (LIBOR) plus two percent (2%) above the base rate of the Bank of England from time to time in force. The Guarantor will reimburse the Beneficiary for all legal and other costs (including VAT) incurred by the Beneficiary in connection with the enforcement of this Deed of Guarantee.

  • Indebtedness; Guarantees The Borrower shall not create, incur, assume or suffer to exist any Indebtedness other than Indebtedness permitted under the Transaction Documents. The Borrower shall incur no Indebtedness secured by the Collateral other than the Obligations. The Borrower shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person, agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital, other than as expressly permitted under the Transaction Documents.

  • No Lender Obligations (a) Notwithstanding the provisions of Subsections 1.1(h) and (n) or Section 1.2, Lender is not undertaking the performance of (i) any obligations under the Leases; or (ii) any obligations with respect to such agreements, contracts, certificates, instruments, franchises, permits, trademarks, licenses and other documents. (b) By accepting or approving anything required to be observed, performed or fulfilled or to be given to Lender pursuant to this Mortgage, the Loan Agreement, the Note or the other Loan Documents, including, without limitation, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal, or insurance policy, Lender shall not be deemed to have warranted, consented to, or affirmed the sufficiency, the legality or effectiveness of same, and such acceptance or approval thereof shall not constitute any warranty or affirmation with respect thereto by Lender.

  • Right of Set-Off; Adjustments In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 10.2, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

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