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. 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 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. 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. 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 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. The Company’s obligations under this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Employee or others; provided, however, that this provision shall not apply to advances provided to Employee by the Company or to forfeiture of bonuses, to the extent that such a forfeiture is required by applicable federal, state or local laws or regulations. In no event shall the Employee be obligated to take any action by way of mitigation of the amounts payable hereunder, and unless provided otherwise hereunder, such amounts shall not be reduced whether or not the Employee obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any dispute or contest under or effort to enforce this Agreement; provided, however, that if the Company shall prevail in such contest through a final judgment in its favor, from and after such final judgment the Company shall not be obligated to pay any such fees and expenses and the Employee shall reimburse the Company, within thirty (30) days thereafter, an amount equal to the aggregate of such fees and expenses theretofore paid by the Company.
No Set-Offs. The rent, additional rent and all other sums payable by Tenant hereunder shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, it being the intention that the obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements, and the obligations and liabilities of Tenant hereunder except as otherwise specifically set forth in this Lease, shall in no way be released, discharged or otherwise affected by reason of (a) any damage to or destruction of or any condemnation of the Premises or any part thereof except as provided in this Lease; (b) any restriction or prevention of or interference with any use of the Premises or any part thereof provided that Tenant's use is not adversely affected; (c) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Landlord, or any assignee of Landlord's interest in this Lease; or (d) any claim which Tenant has or might have against Landlord or any such assignee; excluding, however, any total or partial dispossess or eviction of Tenant by reason of the existence of any title in or to the Premises which is superior to that of Landlord.
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.
