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).
Appears in 6 contracts
Samples: Acquisition Agreement (Energizer Holdings, Inc.), Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (SB/RH Holdings, LLC)
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, (ia) any payment due pursuant to Article IIIII, (iib) any payment due under the Transition Services Agreement or any other Ancillary Agreement, or (iiic) any payment due pursuant to Section 6.04(a6.10, Section 6.11(d) or Section 6.12(d)6.12.
Appears in 2 contracts
Samples: Acquisition Agreement (Arris Group Inc), Acquisition Agreement (Arris Group Inc)
Limitation on Set-off. (a) Purchaser shall not have any right to set off any unresolved indemnification claim pursuant to this Article XI XII 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 HHI Transition Services Agreement, the TLM Transition Services Agreement or any other Ancillary Agreement, or (iii) any payment due pursuant to Section 6.04(a) or Section 6.12(d6.15(e).
Appears in 1 contract
