No Set-Offs. Each Lender hereby acknowledges that the exercise by any Lender of offset, set-off, banker’s lien or similar rights against any deposit account or other property or asset of Borrower, whether or not located in California, could result under certain laws in significant impairment of the ability of all Lenders to recover any further amounts in respect of the Loan. Therefore, each Lender agrees not to charge or offset any amount owed to it by Borrower against any of the accounts, property or assets of Borrower or any of its affiliates held by such Lender without the prior written approval of Administrative Agent and Requisite Lenders.
No Set-Offs. All sums payable by Borrower under the Note, this Loan Agreement and the other Loan Documents shall be paid in full and without set-offs, counterclaims, deductions or withholdings of any kind.
No Set-Offs. Each Lender hereby acknowledges that the exercise by any Lender of offset, set-off, banker’s lien or similar rights against any deposit account or other property or asset of Borrowers, regardless of the state in which the property is located, could result under certain laws in significant impairment of the ability of all Lenders to recover any further amounts in respect of the Loan. Therefore, each Lender agrees not to charge or offset any amount owed to it by Borrowers against any of the accounts, property or assets of Borrowers or any of its affiliates held by such Lender without the prior written approval of Administrative Agent and Requisite Lenders.
No Set-Offs. All payments owed by the Borrower to Ridgestone under this Agreement and the Term Note shall be made without any counterclaim and free and clear of any restrictions or conditions and free and clear of, and without deduction for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature now or hereafter imposed on the Borrower by any governmental authority. If the Borrower is compelled by Law to make any such deductions or withholdings it will pay such additional amounts as may be necessary in order that the net amount received by Ridgestone after such deductions or withholding shall equal the amount Ridgestone would have received had no such deductions or withholding been required to be made, and it will provide Ridgestone with evidence satisfactory to Ridgestone that it has paid such deductions or withholdings.
No Set-Offs. Borrowers hereby declare that to the best of their knowledge, no Borrower has any set offs, counterclaims, defenses or other causes of action against Lender.
No Set-Offs. All payments shall be made without deduction, set off or counterclaim unless TRANSMEDICS and FRESENIUS otherwise expressly agree in this Agreement (e.g., Section 6.2.3.) or otherwise in writing.
No Set-Offs. Borrower hereby declares that Borrower has no set-offs, counterclaims, defenses or other causes of action against the Director arising out of the Loan Agreement or any of the Loan Documents, and to the extent any such set-offs, counterclaims, defenses or other causes of action may exist, whether known or unknown, such items are hereby waived by the Borrower.
No Set-Offs. All payments required to be made by Borrower under this Note shall be made without offset, deduction, setoff, demand, counterclaim, recoupment, or other withholding of like consequence.
No Set-Offs. Buyer will not set off any amount owing at any time from Seller or any of Seller's affiliated companies to Buyer or its subsidiaries or affiliates against any amount payable at any time by Buyer in connection with this Agreement and/or any Purchase Order issued pursuant to this Agreement.
No Set-Offs. Other than as set forth in Section 9.9 and Section 13.4.1 of the Xxxxxxx Agreement, Xxxxxxx has no right of Set-off under any contract (including the Xxxxxxx Agreement) or other agreement against the Milestone Payment payable to Vertex under the Xxxxxxx Agreement. Xxxxxxx has not exercised, and, to Vertex’s Knowledge, Xxxxxxx has not had the right to exercise, and, to Vertex’s Knowledge, no event or condition exists that, upon notice or passage of time or both, would reasonably be expected to permit Xxxxxxx to exercise, any Set-off against the Milestone Payment payable to Vertex under the Xxxxxxx Agreement.
