Limitation on Set-off. Neither Purchaser nor Seller shall have any right to set off any unresolved indemnification claim pursuant to this Article X against any payment due pursuant to Article II.
Limitation on Set-off. (a) Purchaser shall not have any right to set off any unresolved indemnification claim pursuant to this Article XI against, and there shall not otherwise be any right to set off or counterclaim in the event of the non-performance of any obligation to make, (i) any payment due pursuant to Article II, (ii) any payment due under the Transition Services Agreement or any other Ancillary Agreement, or (iii) any payment due pursuant to Section 6.04(a) or Section 6.12(d).
(b) Seller shall not have any right to set off any unresolved indemnification claim pursuant to Article XI against, and there shall not otherwise be any right to set off or counterclaim in the event of the non-performance of any obligation to make, (i) any payment due pursuant to Section 2.04, (ii) any payment due under the Transition Services Agreement or any other Ancillary Agreement, or (iii) any payment due pursuant to Section 6.04(a), Section 6.12(d) or Section 10.02(c).
Limitation on Set-off. Neither the Administrator nor the Ceding Company shall have any right to set off any unresolved indemnification claim pursuant to this Article XII against any payment due pursuant to any Transaction Agreement.
Limitation on Set-off. HLI shall have no right to set off any claim pursuant to this Article VI against any payment of Fees due pursuant to this Agreement.
Limitation on Set-off. Neither the Reinsurer nor the Ceding Company shall have any right to set off any unresolved indemnification claim pursuant to this Article VIII against any payment due pursuant to Article III or Section 7.4 or any Transaction Agreement.
Limitation on Set-off. Neither Parent nor Merger Sub shall have any right to set-off any unresolved indemnification claim pursuant to this Article IX against any payment due pursuant to Article II or III.
Limitation on Set-off. Neither IXX nor the Administrator shall have any right to set off any unresolved indemnification claim pursuant to this Article XIII against any payment due pursuant to any Transaction Agreement.
Limitation on Set-off. The existence of any claim by the Executive against the Company, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the Company’s right to seek and obtain injunctive relief pursuant to Section 6.
Limitation on Set-off. Each of Buyer, on behalf of itself and each other Buyer Indemnified Person, and Seller, on behalf of itself, agrees it shall have the right to set off any unresolved indemnification claim pursuant to this Article IX against any payment due pursuant to this Acquisition Agreement or any Related Agreement.
Limitation on Set-off. Neither HLIC nor the Administrator shall have any right to set off any unresolved indemnification claim pursuant to this Article XII against any payment due pursuant to any Transaction Agreement.
