No Set-Off; No Right of Retention. Neither Party shall be entitled (i) to set off (aufrechnen) any rights or claims it may have against any rights or claims the other Party may have under or in connection with this Agreement, or (ii) without prejudice to Section 12.2.1 in this Agreement, to refuse to perform any obligation that such a Party may have under or in connection with this Agreement on the grounds that it has a right of retention (Zurückbehaltungsrecht), unless the rights or claims to be set-off or the right of retention (Zurückbehaltungsrecht) have been acknowledged (anerkannt) in writing by the other Party or have been established by a final decision (rechtskräftig festgestellt) of a competent court (Gericht) or arbitral tribunal (Schiedsgericht).
No Set-Off; No Right of Retention. The Customer may only set off against Xxxxxx's claims for remuneration under these General Terms or an Addendum with claims that have been (i) established in a legally binding manner in accordance with Clauses 26.6 or (ii) accepted in writing by Xxxxxx. The assertion of rights of retention by the Customer is only possible with claims that have been (i) established in a legally binding manner in accordance with Clause 26.6 or (ii) accepted in writing by Xxxxxx.
No Set-Off; No Right of Retention. 5.3.1 Except as provided otherwise herein, no Party shall be entitled (i) to set off (aufrechnen) any rights or claims it may have against any rights or claims the respective other Party may have under this Agreement, or (ii) to refuse to perform any obligation it may have under this Agreement on the grounds that it has a right of retention (Zurückbehaltungsrecht), unless the rights or claims to be set-off (including, for payment claims, the amount) or the right of retention (Zurückbehaltungsrecht) have been acknowledged (anerkannt) in writing by the respective other Party or have been established by a final decision (rechtskräftig festgestellt) of a competent court (Gericht) or arbitral tribunal (Schiedsgericht).
5.3.2 However, the Purchaser shall be entitled to refuse to perform the payment of any Milestone Purchase Price (or any portion thereof) on the grounds of a right of retention (Zurückbehaltungsrecht) without a prior acknowledgement of the Sellers or a final decision of a court or arbitral tribunal being required, provided and to the extent that,
(a) the Purchaser provides the Joint Representative with a Breach Notice in accordance with Section 9.2.1,
(b) (i) the claim underlying the Breach Notice is not fully satisfied by the Sellers within a period of thirty (30) calendar days after the receipt of a Breach Notice, (ii) remediation of such claim is impossible, or (iii) remediation of such claim is refused in writing by the Joint Representative;
(c) the Purchaser and the Joint Representative are not able to resolve their dispute regarding the claim underlying the Breach Notice within a time period of further thirty (30) calendar days; and
(d) the Purchaser formally initiates an arbitration proceeding as provided for in Section 15.9.2 below if the Parties are not be able to resolve their dispute in good faith within the additional time period set forth in the Section 5.3.2(c). For the avoidance of doubt, if the Purchaser has complied with the process outlined above, the Purchaser shall be entitled retention rights retroactively from the moment in time when the respective Milestone Purchase Price has become due. Any retention rights pursuant to this Section 5.3.2 shall, for the avoidance of doubt, also apply to any payments to be made to Phantom Stockholders on behalf and at the request of the Sellers.
No Set-Off; No Right of Retention. Any rights of the Parties to set-off and/or to withhold any payments due under this Agreement is hereby expressly waived and excluded except for claims which are undisputed or res iudicatae (rechtskräftig festgestellt).
No Set-Off; No Right of Retention. Except as expressly provided otherwise herein (in particular under Sections 4.1.2 and 5.2.2 above), neither Party (a) shall be entitled to set off (aufrechnen) any rights or claims the respective Party may have against any rights or claims the other Party may have under or in connection with this Agreement, or (b) shall be entitled to refuse to perform any obligation the respective Party may have under or in connection with this Agreement on the grounds that it has a right of retention (Zurückbehaltungsrecht), or (c) shall otherwise withhold the proper payment of any amount payable by such Party under or pursuant to this Agreement, in each case of this (a) through (c) unless the rights or claims to be set-off (including, for payment claims, the amount) or the right of retention (Zurückbehaltungsrecht) have been acknowledged (anerkannt) in writing or Text Form by the respective other Party or have been established by a final decision (rechtskräftig festgestellt) of a competent court (Gericht) or arbitral tribunal (Schiedsgericht).
No Set-Off; No Right of Retention. Except as expressly provided otherwise herein, the Purchaser shall not be entitled (i) to set off (aufrechnen) any rights or claims it may have against any rights or claims the Seller may have under or in connection with this Agreement, or (ii) to refuse to perform any obligation it may have under or in connection with this Agreement on the grounds it has a right of retention (Zurückbehaltungsrecht), unless the rights or claims to be set-off (including, for payment claims, the amount) or the right of retention (Zurückbehaltungsrecht) have been acknowledged (anerkannt) in writing by the Seller or have been established by a final decision (rechtskräftig festgestellt) of a competent court (Gericht) or arbitral tribunal (Schiedsgericht).
No Set-Off; No Right of Retention. Except as provided otherwise herein, the Purchasers shall not be entitled (i) to set off (aufrechnen) any rights or claims they (or either of them) may have against any rights or claims the Sellers or Clariant Corp. may have under this Agreement, or (ii) to refuse to perform any obligation they (or any of them) may have under this Agreement on the grounds that they (or any of them) have a right of retention (Zurückbehaltungsrecht), unless the rights or claims to be set-off (including, for payment claims, the amount) or the right of retention have been acknowledged (anerkannt) in writing by the Sellers and Clariant Corp. or have been established by a final decision (rechtskräftig festgestellt) of a competent court (Gericht) or competent arbitral tribunal (Schiedsgericht) a Neutral Expert pursuant to Section 4.7(b) or 5.1(f) or an Environmental Expert pursuant to Section 17.1.
No Set-Off; No Right of Retention. Purchaser shall not be entitled to exercise any right of set-off (Aufrechnung) or retention right (Zurückbehaltung) with respect to its payment obligations under or in connection with this Section 3 and Section 4.4.
