No Counterclaim. A party's rights to demand and receive the Transfer of Eligible Collateral as provided hereunder and its rights as Secured Party against the Posted Collateral or otherwise shall be absolute and subject to no counterclaim, set-off, deduction or defense in favor of the Pledgor except as contemplated in Sections 2 and 6 of the Agreement and Paragraph 8 of this Annex.
No Counterclaim. All payments to the Lender under any Related Document shall be made by the Borrower without set-off, counterclaim, condition or qualification and free and clear of, and without any, deduction or withholding except to the extent that this Agreement may otherwise provide.
No Counterclaim. All amounts payable by HI in connection with the Shares shall be paid without counterclaim, set off, deduction or defense and without abatement, suspension, deferment, diminution or reduction.
No Counterclaim. The Secured Party's rights against the Collateral as provided hereunder shall be absolute and subject to no counterclaim, set-off, deduction, or defense in favor of the Pledgor except as contemplated in Sections 2 and 6 of the Swap Agreement.
No Counterclaim. If Landlord commences any summary proceeding for possession of the Premises (or any portion thereof) due to non-payment of Rent, Tenant will not interpose any non-compulsory counterclaim of whatever nature or description in any such proceeding.
No Counterclaim. Transferors undertake not to exercise any right of counterclaim or set off any claim or right of recovery against Diamond or any of its subsidiaries or any of their respective officers, employees, auditors or advisers in relation to any claim which may be made in respect of the warranties and representations contained in this Agreement.
No Counterclaim. It is mutually agreed that in the event Landlord commences any summary proceeding for non-payment of Monthly Base Rental, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding.
No Counterclaim. If a claim for breach of a Warranty is made against a Warrantor, that Warrantor has no right of counter-indemnity, contribution or any similar right against any Holding Company or any employee or officer of any of them or of the Target Group or any other Manager save in the event of fraud or wilful non-disclosure by such person. Each Manager waives and will not enforce any right he has in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by another Manager, by Topco or any of its subsidiary undertakings or any Group member (or by an officer or employee of Topco or of any of its subsidiary undertakings or of any Group member) for the purpose of assisting the Manager to give a Warranty or prepare the Investment Agreement Disclosure Letter save in the event of fraud or wilful non-disclosure by such person.
No Counterclaim. CHOICE OF LAWS. It is mutually agreed that in ------------------------------- the event Landlord commences any summary proceeding for non-payment of Rent, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding. In addition, Tenant hereby submits to local jurisdiction in the State of California and agrees that any action by Tenant against Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Tenant for any action brought by Landlord against Tenant in the State of California.
No Counterclaim. No set-off or counterclaim to any money due or to become due to Debtor by virtue of the Collateral, or any part thereof or any interest therein, exists as of the date of this Security Agreement, and no agreement has been made with any person or party pursuant to which any deduction or discount therefrom may be claimed.
