Common use of Limitation on Set-off Clause in Contracts

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. (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. (b) Seller 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 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)Article III.

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). (b) Seller shall not have any right to set off any unresolved indemnification claim pursuant to 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 Section 2.042.04 or Section 2.05, (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), Section 6.12(d) or Section 10.02(c).

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)10.02.