Common use of No Right to Offset Clause in Contracts

No Right to Offset. Neither Party shall have the right to offset any amount owed by the other Party to such first Party under or in connection with this Agreement, including pursuant to Article 13 or in connection with any breach, against any payments owed by such first Party to such other Party under this Agreement without the prior agreement of the Party benefitting from such amount.

No Right to Offset. Neither Party shall have offset, counterclaim or otherwise withhold any amounts owed or claimed to be owed to the right to offset any amount owed by the other Party to such first Party under or in connection with this Agreement, including pursuant to Article 13 or in connection with any breach, against any payments owed by such first Party to such other Party under this Agreement, notwithstanding any dispute that may be pending between them, or in order to offset any obligation due to such Party pursuant to this Agreement, the Purchase Agreement without or otherwise, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon by the prior agreement of the Party benefitting from such amountParties in writing.