Common use of No Set-off/Counterclaims Clause in Contracts

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.