No counterclaim or set-off Sample Clauses

No counterclaim or set-off. All payments made by the Sellers under this Agreement shall be made free of any counterclaim or set off and without deduction or withholding of any kind other than any deduction or withholding required by law, it being understood that without prejudice to any other remedies the Purchaser may have: (a) each Seller shall be entitled, as a continued security for the due and punctual fulfilment by the Purchaser of its obligations and liabilities under this Agreement, to set off any liability of such Seller to the Purchaser under this Agreement (including any obligation to repay Leakage) with the obligation of the Purchaser to procure payment of the Preferred Payment as set out in Clause 4; and (b) the Purchaser shall be entitled, as a continued security for the due and punctual fulfilment by the Sellers of their obligations and liabilities under this Agreement, to set off any liability of each of the Sellers to the Purchaser under this Agreement (including any obligation to repay Leakage) with the obligation of the Purchaser to procure payment of the Preferred Payment as set out in Clause 4, by decreasing each Installment on a pro rata basis. The Parties acknowledge and agree that if the Total Leakage Amount exceeds the Preferred Payment such excess will be paid by the Sellers to the Purchaser.
Sample 1
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No counterclaim or set-off. All payments made by the Seller under this Agreement shall be made free of any counterclaim or set off and without deduction or withholding of any kind other than any deduction or withholding required by Applicable Laws, it being understood that, without prejudice to any other remedies the Purchaser may have, the Purchaser shall be entitled, as a continued security for the due and punctual fulfilment by the Seller of its obligations and liabilities under this Agreement, to set off any liability of the Seller to the Purchaser to repay Leakage, including Additional Leakage, to the extent that the Additional Leakage Amount has been agreed in accordance with Clause 4.3.2 or has been finally determined in accordance with the provisions of Clause 3.3.13 and 3.3.14) with the obligation of the Purchaser to pay the Purchaser Adjustment as set out in Clause 3.3. To the extent that any Leakage has occurred, including Additional Leakage, to the extent that the Additional Leakage Amount has been agreed in accordance with Clause 4.3.2 or has been finally determined in accordance with the provisions of Clause 3.3.13 and 3.3.14), such Leakage shall be set off against the obligation of the Purchaser to pay the Purchaser Adjustment as set out in Clause 3.3.15 to the extent possible in light of the provisions of Clause 3.3.6. The Parties acknowledge and agree that if the Total Leakage Amount exceeds the Purchaser Adjustment such excess will be paid by the Seller to the Purchaser within ten (10) Business Days after the Product Calculation has been agreed in accordance with Clause 3.3.12 or has been finally determined in accordance with Clause 3.3.13.
Sample 1
No counterclaim or set-off. All payments made by the Sellers under this Agreement shall be made free of any counterclaim or set-off and without deduction or withholding of any kind other than any deduction or withholding required by Applicable Laws.
Sample 1
No counterclaim or set-off. Each of the Vendors hereby irrevocably and unconditionally undertakes not to exercise any right of counterclaim or set-off or any other claim or right of recovery against the Company or the Subsidiary or any of their respective officers, employees, agents or advisers in relation to any claim which may be made in respect of this Agreement, the Fundamental Representations, the Warranties, the Knowledge Warranty or the Taxation Undertaking. Nothing in this clause 5.5 shall prevent any Vendor from claiming against any other Vendor for a contribution in respect of any liability under a Claim as a result of the Vendors' joint and several liability under clause 5.1.
Sample 1

Related to No counterclaim or set-off

  • No set-off or counterclaim All payments made by an Obligor under the Finance Documents must be calculated and made without (and free and clear of any deduction for) set-off or counterclaim.

  • Set-off and counterclaim All payments made by an Obligor under the Finance Documents shall be made without set-off or counterclaim.

  • No Setoffs or Counterclaims Make payments hereunder and under the other Loan Documents by or on behalf of Borrower without setoff or counterclaim and free and clear of, and without deduction or withholding for or on account of, any federal, state, or local taxes.

  • Counterclaims If Landlord commences any summary proceeding or action for nonpayment of Rent or to recover possession of the Premises, Tenant shall not interpose any counterclaim of any nature or description in any such proceeding or action, unless Tenant’s failure to interpose such counterclaim in such proceeding or action would result in the waiver of Tenant’s right to bring such claim in a separate proceeding under applicable law.

  • SETOFFS AND COUNTERCLAIMS Without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which Counterparty or any other affiliate of Guarantor is or may be entitled to arising from or out of the Contract or otherwise, except for defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of Counterparty.

  • No Mitigation or Set Off In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced regardless of whether the Executive obtains other employment. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.

  • Setoff In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have. No amounts set off from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

  • Offsets, Counterclaims and Defenses Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

  • No Collateral or Setoff Notwithstanding Section 6(f) or any other provision of the Agreement or any other agreement between the parties to the contrary, the obligations of Counterparty hereunder are not secured by any collateral. Obligations in respect of this Transaction shall not be set off against any other obligations of the parties, whether arising under the Agreement, under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be set off against obligations in respect of this Transaction, whether arising under the Agreement, under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff.

  • No Other Litigation There shall not be pending any legal proceeding: (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (ii) relating to the Merger and seeking to obtain from Acquiror or any of its Subsidiaries, or Target, any damages or other relief that would be material to Acquiror; (iii) seeking to prohibit or limit in any material respect Acquiror’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to any of Target Capital Stock; or (iv) which would affect adversely the right of Acquiror or Target to own the assets or operate the business of Target.

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