No Set-Off, Counterclaim. Etc. Guarantor further waives and shall not assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of set-off, counterclaim, counter demand, recoupment or similar right.
No Set-Off, Counterclaim. Etc. So long as any of the Obligations under this Agreement remain unpaid or undischarged, neither Guarantors nor Credit Parties will, by paying any sum recoverable hereunder (whether or not demanded by Lender) or by any means or on any other ground, (i) claim any set-off or counterclaim against Borrowers, Guarantors, or Credit Parties in respect of any Obligations or other indebtedness by virtue of the right of subrogation, by operation of law or otherwise; (ii) in any proceedings under federal bankruptcy law or insolvency proceedings of any nature, assert its rights in competition with Lender in respect of any payment hereunder because of any claims which Guarantors or Credit Parties may have against Borrowers or any other Person; or (iii) be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrowers, Guarantors, or Credit Parties or other Person, or the benefit of any of any other security for any Obligation which, now or hereafter, Lender may hold or in which it may have any share or interest.
No Set-Off, Counterclaim. The liability of the Guarantor under this Deed will not be reduced or avoided by any defence, set-off or counterclaim available to the Contractor against the State.
No Set-Off, Counterclaim. Etc. Subject to the provisions set forth below in this Section 3.6, this Sublease is a net Sublease, and Sublessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation:
(a) any setoff, counterclaim, recoupment, defense or other right (including right of reimbursement) which Sublessee may have against Sublessor or any other Person for any reason whatsoever;
(b) any defect in the title, airworthiness, condition, design, operation or fitness for use of, or any damage to or loss or destruction of, the Aircraft, Airframe or any Engine, or any interruption or cessation in the use or possession thereof by Sublessee for any reason whatsoever;
(c) any insolvency, bankruptcy, reorganization or similar proceedings by or against Sublessee;
(d) any restriction, prevention or curtailment of or interference with any use of the Aircraft or part thereof;
(e) any invalidity or unenforceability or disaffirmance of this Sublease or any provision hereof or any of the other Operative Agreements or any provision thereof, in each case whether against or by Sublessee or otherwise; or
(f) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If for any reason whatsoever this Sublease shall be terminated in whole or in part by operation of law or otherwise (other than as a result of any act or failure to act by the Sublessor) except as specifically provided herein, if and to the extent that the Sublessee retains the use and possession of the Aircraft on substantially the same terms as those provided in this Sublease, Sublessee nonetheless agrees to pay to the Sublessor an amount equal to each Rent payment at the time such payment would have become due in accordance with the terms hereof had this Sublease not been terminated in whole or in part. Notwithstanding any provision of this Section 3.6 to the contrary, (a) Sublessee reserves such rights as it may have under applicable law with respect to the breach by Sublessor of the covenant set forth in Section 15.5 hereof; (b) if Sublessor becomes subject to a bankruptcy proceeding and Sublessor's trustee in bankruptcy rejects this Sublease, Sublessee shall return the Aircraft to Sublessor in compliance with all the terms and provisions of this Sublease which are applicable to the return of the Aircraft on the last day of the Term and, upon such return and performance of such terms and...
No Set-Off, Counterclaim. All payments to be made by the Borrower under this Agreement shall be made in pounds sterling:
(a) without set-off, deduction or counterclaim; and
(b) free and clear of and without deduction for or on account of all taxes unless the Borrower is compelled by law to make payment subject to such taxes.
No Set-Off, Counterclaim. Etc. So long as any of the Obligations under this Agreement remain unpaid or undischarged, no Credit Party will, by paying any sum recoverable hereunder (whether or not demanded by Lender) or by any means or on any other ground, (i) claim any set-off or counterclaim against Borrowers in respect of any Obligations or other indebtedness by virtue of the right of subrogation, by operation of law or otherwise; (ii) in any proceedings under federal bankruptcy law or insolvency proceedings of any nature, assert its rights in competition with Lender in respect of any payment hereunder because of any claims which Credit Parties may have against Borrowers or any other Person; or (iii) be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Credit Parties or any other Person, or the benefit of any other security for any Obligation which, now or hereafter, Lender may hold or in which it may have any share or interest.
No Set-Off, Counterclaim. Etc. All Rent shall ---------------------------------------- be paid by the Lessee in the manner provided in Section 3(b). This Lease is a net lease, and the Lessee will pay all costs, charges, fees and expenses associated with the use, non-use, possession, control, operation, maintenance and repair of the Aircraft and the Parts, except as expressly provided herein. The Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which the Lessee may have against the Lessor, any Owner Participant, the manufacturer of the Airframe or of any Engine or of any Part or any other Person for any reason whatsoever (whether in connection with the transactions contemplated hereby or in connection with any unrelated transaction), (ii) any defect in the title, airworthiness, eligibility for registration under Applicable Law, condition, design, operation, merchantability, or fitness for use of, any other matter referred to in the first sentence of paragraph (vii) of Section 4(b), or any damage to or loss or destruction of, or any Lien upon, the Airframe or any Engine, or any interruption or cessation in the use or possession thereof by the Lessee for any reason whatsoever, including by reason of governmental authority or action, (iii) any insolvency, bankruptcy, reorganization, "en disastre", moratorium or similar proceedings by or against the Lessee, the Lessor or any other Person, (iv) the invalidity or unenforceability of any of the Operative Documents, (v) any restriction on the exchange of any currency into any other currency, including, without limitation, an exchange of Finnish Marks into Dollars, or on the transfer of funds to the United States or from Finland, (vi) the Lessee at any time having immunity from suit or execution on the grounds of sovereignty, enforceability of judgment or otherwise, (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated as to the Airframe or any Engine in whole or in part by operation of Applicable Law, or otherwise, except as specifically provided herein, the Lessee nonetheless agrees to pay to the Lessor an amount equal to each Basic Rent payment for the Aircraft at the time such payment would have become due and payable in accordance with the te...
