No Right of Setoff. Neither party hereto nor any affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliates.
Appears in 9 contracts
Samples: Shared Facilities and Services Agreement, Broker Dealer Services Agreement, Shared Facilities and Services Agreement (Sunset Financial Resources Inc)
No Right of Setoff. Neither party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons may owe to the other party hereto or any of it affiliates Affiliates any amounts owed by such other party or its affiliates Affiliates to the first party or its affiliatesAffiliates.
Appears in 6 contracts
Samples: Master Distribution Agreement (TRW Automotive Inc), Transition Services Agreement (TRW Automotive Inc), Master Purchase Agreement (Northrop Grumman Corp /De/)
No Right of Setoff. Neither party hereto hereto, nor any affiliate thereof of their Subsidiaries or Affiliates may deduct from, set off, holdback hold back or otherwise reduce in any manner whatsoever against any amounts such Persons may owe to the other party hereto or any of it affiliates its Subsidiaries or Affiliates any amounts owed by such other party or its affiliates Subsidiaries or Affiliates to the first party or its affiliatesSubsidiaries or Affiliates.
Appears in 5 contracts
Samples: Insurance Allocation Agreement (TRW Automotive Inc), Master Purchase Agreement (Northrop Grumman Corp /De/), Insurance Allocation Agreement
No Right of Setoff. Neither party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons may owe to the other party hereto or any of it affiliates its Affiliates any amounts owed by such other party or its affiliates Affiliates to the first party or its affiliatesAffiliates.
Appears in 5 contracts
Samples: Master Agreement of Purchase and Sale (TRW Inc), Employee Matters Agreement (TRW Automotive Inc), Employee Matters Agreement (TRW Automotive Inc)
No Right of Setoff. Neither party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons may owe to the other party hereto or any of it affiliates its Affiliates any amounts owed by such Persons to the other party or its affiliates to the first party or its affiliatesAffiliates.
Appears in 4 contracts
Samples: Redemption Agreement (Energy Transfer Equity, L.P.), Redemption Agreement (Energy Transfer Equity, L.P.), Redemption Agreement (Southern Union Co)
No Right of Setoff. Neither party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder or pursuant to any Ancillary Agreement against any amounts owed hereunder or pursuant to any Ancillary Agreement by such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesparty’s Affiliates.
Appears in 3 contracts
Samples: Asset Sale and Purchase Agreement (@Road, Inc), Agreement of Purchase and Sale (Verso Sartell LLC), Sale and Purchase Agreement
No Right of Setoff. Neither No party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder against any amounts owed hereunder by such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesparty’s Affiliates.
Appears in 3 contracts
Samples: Transaction Agreement (Signet Jewelers LTD), Merger Agreement (S.D. Shepherd Systems, Inc.), Share Purchase Agreement (Health Care Property Investors Inc)
No Right of Setoff. Neither No party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder or pursuant to any other agreement against any amounts owed hereunder or pursuant to any other agreement by such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesparty’s Affiliates.
Appears in 3 contracts
Samples: Purchase Agreement (Compass Diversified Holdings), Purchase Agreement (Cdi Corp), Purchase Agreement (Spherion Corp)
No Right of Setoff. Neither No party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder or pursuant to any Ancillary Agreement against any amounts owed hereunder or pursuant to any Ancillary Agreement by such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesparty’s Affiliates.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Marathon Petroleum Corp), Purchase Agreement (Marathon Petroleum Corp), Purchase Agreement (Journal Communications Inc)
No Right of Setoff. Neither party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder or pursuant to any Related Agreement against any amounts owed hereunder of pursuant to any Related Agreement by such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesparty’s Affiliates.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (CMS Energy Corp), Purchase and Sale Agreement (CMS Energy Corp)
No Right of Setoff. Neither No party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder or pursuant to any Separation Agreement against any amounts owed hereunder or pursuant to any Separation Agreement by such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesparty’s Affiliates.
Appears in 2 contracts
Samples: Purchase Agreement (S.D. Shepherd Systems, Inc.), Purchase Agreement (Cendant Corp)
No Right of Setoff. Neither party hereto No Party nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder against any amounts such Persons may owe to the other party hereto or any of it affiliates any amounts owed by the other Party or any Affiliate of such other party or its affiliates to the first party or its affiliatesParty.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (API Technologies Corp.)
No Right of Setoff. Neither party No Party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder against any amounts such Persons may owe to the other party hereto or any of it affiliates any amounts owed by the other Party hereto or any Affiliate of such other party or its affiliates to the first party or its affiliatesParty.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Viavi Solutions Inc.)
No Right of Setoff. Neither party hereto nor any affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons Person may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliates.
Appears in 2 contracts
Samples: Administrative Services Agreement (Foursquare Capital Corp), Administrative Services Agreement (Foursquare Capital Corp)
No Right of Setoff. Neither party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder or pursuant to any Related Agreement against any amounts owed hereunder or pursuant to any Related Agreement by such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesparty’s Affiliates.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (CMS Energy Corp), Purchase and Sale Agreement (Consumers Energy Co)
No Right of Setoff. Neither party No Party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder against any amounts owed hereunder by such Persons may owe to the other party hereto Parties or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesParties’ Affiliates.
Appears in 1 contract
Samples: Merger Agreement (Kbr, Inc.)
No Right of Setoff. Neither party hereto Except as otherwise provided herein, neither Party nor any affiliate thereof of its Affiliates may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it under this Agreement or any Ancillary Agreement against any amounts owed under this Agreement or any Ancillary Agreement by such Persons may owe Person to the other party hereto Party or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesParty’s Affiliates.
Appears in 1 contract
No Right of Setoff. Neither party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder or pursuant to any Ancillary Agreement against any amounts owed hereunder or pursuant to any Ancillary Agreement by such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesparty's Affiliates.
Appears in 1 contract
Samples: Purchase and Sale Agreement (International Paper Co /New/)
No Right of Setoff. Neither party hereto No Party nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons may owe amount owed hereunder to the other party Party hereto by any amount otherwise owed to it or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesAffiliates.
Appears in 1 contract
Samples: Asset Purchase Agreement
No Right of Setoff. Neither party hereto nor any affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons may owe to the other party hereto or any of it its affiliates any amounts owed by such other party or its affiliates to the first party or its affiliates.
Appears in 1 contract
Samples: Shared Resources and Cooperation Agreement (Preston Hollow Community Capital, Inc.)
No Right of Setoff. Neither party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons may owe amount owed to the other party hereto it hereunder or pursuant to any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesrelated agreement.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (DCP Midstream Partners, LP)
No Right of Setoff. Neither party hereto Unless specifically set forth herein, neither Party nor any affiliate thereof of its Affiliates may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed by it under this Agreement or any Ancillary Agreement against any amounts such Persons may owe owed to it under this Agreement or any Ancillary Agreement or any other agreement between the other party hereto Parties or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatestheir Affiliates.
Appears in 1 contract
No Right of Setoff. Neither No party hereto nor any affiliate Affiliate thereof may deduct from, set set-off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder against any amounts owed hereunder by such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesparty’s Affiliates.
Appears in 1 contract
No Right of Setoff. Neither Except as otherwise provided herein, no party hereto nor any affiliate Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder against any amounts owed hereunder by such Persons may owe Person to the any other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliatesparty’s Affiliates.
Appears in 1 contract
