Common use of Offsets, Counterclaims and Defenses Clause in Contracts

Offsets, Counterclaims and Defenses. Any assignee of Agent's or any Lender's interest in and to this Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Appears in 4 contracts

Samples: Project Loan Agreement, Supplemental Loan Agreement (Alexanders Inc), Project Loan Agreement (Alexanders Inc)

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Offsets, Counterclaims and Defenses. Any assignee of Agent's or any Lender's interest in and to this Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents this Agreement and the other Loan Documents which Borrower may otherwise have against any assignor of such documents, or this Agreement and no the other Loan Documents. No such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and this Agreement or upon any other Loan Document. Any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Appears in 3 contracts

Samples: Loan Agreement (Asset Investors Corp), Loan Agreement (First Union Real Estate Equity & Mortgage Investments), Loan Agreement (Terremark Worldwide Inc)

Offsets, Counterclaims and Defenses. Any assignee of Agent's or any Lender's interest in and to this Agreement and Agreement, the Notes or the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Appears in 2 contracts

Samples: Fixed Rate Loan Agreement (First Union Real Estate Equity & Mortgage Investments), Fixed Rate Loan Agreement (First Union Real Estate Equity & Mortgage Investments)

Offsets, Counterclaims and Defenses. Any assignee of Administrative Agent's ’s or any Lender's ’s interest in and to this Agreement Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Appears in 2 contracts

Samples: Loan Agreement (Excel Trust, L.P.), Loan Agreement (Excel Trust, L.P.)

Offsets, Counterclaims and Defenses. Any assignee Assignee of Agent's ’s or any Lender's ’s interest in and to this Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee Assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Appears in 2 contracts

Samples: Loan Agreement (Hilton Worldwide Holdings Inc.), Loan Agreement (Sothebys)

Offsets, Counterclaims and Defenses. Any assignee of Agent's or any Lender's interest in and to this Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated non-mandatory counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Appears in 1 contract

Samples: Loan Agreement (Beacon Capital Partners Inc)

Offsets, Counterclaims and Defenses. Any assignee of Agent's or any Lender's interest in and to this Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower Borrowers may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower Borrowers in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by each Borrower.

Appears in 1 contract

Samples: Loan Agreement (Horizon Group Properties Inc)

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Offsets, Counterclaims and Defenses. Any assignee of Administrative Agent's ’s or any Lender's Lxxxxx’s interest in and to this Agreement Agreement, the Security Instrument, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Appears in 1 contract

Samples: Loan Agreement (Industrial Logistics Properties Trust)

Offsets, Counterclaims and Defenses. Any assignee of Agent's or any the Lender's interest in and to this Agreement Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower.

Appears in 1 contract

Samples: Loan Agreement (Daka International Inc)

Offsets, Counterclaims and Defenses. Any assignee of Agent's or any constituent Lender's interest in and to this Agreement Agreement, such constituent Lender's Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Appears in 1 contract

Samples: Mezzanine Loan Agreement (Skilled Healthcare Group Inc)

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