No Set-off/Counterclaims Sample Clauses

No Set-off/Counterclaims. Tenant shall pay all Rent due hereunder, free of any charges, assessments, impositions or deductions and without abatement, deferral, reduction, set-off, counterclaim, defense or deduction except as permitted under the express terms of this Lease or the Asset Purchase Agreement. Tenant shall not interpose any counterclaim(s) in any action brought by Landlord based, in whole or in part, on Tenant's failure to pay Rent; provided, however, that, the foregoing to the contrary notwithstanding: (i) Tenant may interpose any counterclaim deemed "compulsory" under applicable court rules of civil procedure; (ii) Tenant shall be permitted to bring a separate action against Landlord based on any claim which Tenant is prohibited by this Lease from asserting as a set-off or counterclaim; and (iii) Tenant may bring actions and assert defenses, setoffs and counterclaims permitted to be brought or asserted against Landlord in accordance with the terms of the Asset Purchase Agreement.
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No Set-off/Counterclaims. Tenant shall pay all Rent due hereunder, free of any charges, assessments, impositions or deductions and without abatement, deferral, reduction, set-off, counterclaim, defense or deduction except as permitted under the express terms of this Lease or the Asset Purchase Agreement. Tenant shall not interpose any counterclaim(s) in any action brought by Landlord based, in whole or in part, on Tenant's failure to pay Rent; provided, however, that, the foregoing to the contrary notwithstanding: (i) Tenant may interpose any counterclaim deemed "compulsory" under applicable court rules of civil procedure;
Sample 1

Related to No Set-off/Counterclaims

  • No set-off or counterclaim All payments made by an Obligor under the Finance Documents must 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.

  • Set-off and counterclaim All payments made by an Obligor under this Agreement shall be made without set-off or counterclaim.

  • No Set-Off 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 Employee or others.

  • No Set-Off; No Mitigation Except as provided herein, the Company’s obligation to provide benefits under this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including any set-off, counterclaim, recoupment, defense, or other right the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment.

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

  • No Set-off or Mitigation 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 set-off, counterclaim, recoupment, defense or other claim, right or action which Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and, except as otherwise provided herein, such amounts shall not be reduced whether or not Executive obtains other employment.

  • No Setoff Neither party shall have the right to set off any obligation that it may have to the other party under the Transaction against any obligation such other party may have to it, whether arising under the Agreement, this Confirmation or any other agreement between the parties hereto, by operation of law or otherwise.

  • No Setoff, etc Securities Intermediary shall not exercise on its own behalf any claim, right of set-off, banker’s lien, clearing lien, counterclaim or similar right against any of the Collateral; provided that Securities Intermediary may deduct, from any credit balances, any usual and ordinary transaction and administration fees payable in connection with the administration and operation of the Reserve Account. Except for claims for deductions permitted in the preceding sentence, Securities Intermediary agrees that any security interest it may have in the Reserve Account or any security entitlement carried therein shall be subordinate and junior to the interest of Secured Party.

  • 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.

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