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).
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. SECTION 8.6
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. 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.
Limitation on Set-off. Each of Parent, on behalf of itself and each other Parent Indemnified Party, and each Seller, on behalf of itself and each other Seller Indemnified Party, agrees that Parent shall have a right to set off any finally determined indemnification claims pursuant to this Article IX against any payment due hereunder (including pursuant to Article I or Article II) or under the Subscription Agreements; provided, however, that the Escrow Fund must first be exhausted by the Parent Indemnified Parties in order for Parent to have any right of set off against any payment due hereunder (including pursuant to Article I or Article II), under the Subscription Agreements or under any other agreement which such party has entered into in connection with the Transactions.
Limitation on Set-off. No Party shall have any right to set-off any unresolved indemnification claim pursuant to this Agreement against any payment due to such Party pursuant to this Agreement or under any other 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.
