Offsets, etc. The Purchaser may offset any amount due and owing by the Seller against any amount due and owing by Purchaser to the Seller under the terms of the Subordinated Note.
Offsets, etc. Each Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Administrative Agent or Lenders or their agents or otherwise to offset any obligations to make the payments required by the Loan Documents. No failure by Administrative Agent or Lenders to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which any Borrower is obligated to make under any of the Loan Documents. Any assignee of Administrative 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 any Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by any 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.
Offsets, etc. Upon the occurrence and during the continuance of an Event of Default, each Bank is hereby authorized at any time and from time to time, without notice to the Company except as required by law (any such notice being expressly waived by the Company), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Company against any and all of the obligations of the Company now or hereafter existing under this Agreement and the Notes held by such Bank. Each Bank agrees promptly to notify the Company after any such set-off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Banks under this 8.04 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Banks may have.
Offsets, etc. The Purchaser may offset any amount due and owing by Parisian, Inc. against any amount due and owing by Pur- chaser to Parisian, Inc. under the terms of the Subordinated Note.
Offsets, etc. Nothing in this Agreement deemed a waiver or prohibition of the Bank's right of banker's lien or offset.
Offsets, etc. The Buyer may offset any amount due and owing by the applicable Originator against any amount due and owing by Buyer to such Originator under the terms of its Subordinated Note.
Offsets, etc. There are no offsets, claims, counterclaims, cross-claims or defenses with respect to the Loans.
Offsets, etc. The Purchaser may offset any amount due and owing by the applicable Seller against any amount due and owing by Purchaser to such Seller under the terms of the Subordinated Note.
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Offsets, etc. We can withhold Royalties and offset them against future payments as indicated below. Our exercise of these rights does not limit other rights we may have to withhold or offset Royalties or exercise other remedies. • If we pay you a Royalty on a sale and later issue a refund, return, or credit for that sale, we may offset the amount of the Royalty previously paid for the sale against future Royalties, or require you to remit that amount to us. • If a third party asserts that you did not have all rights required to make one of your Digital Books available through the Platform, we may hold all Royalties due to you until we reasonably determine the validity of the third party claim. If we determine that you did not have all of those rights or that you have otherwise breached your representations and warranties or our guidelines with regard to a Digital Book, we will not owe you Royalties for that Digital Book and we may offset any of those Royalties that were previously paid against future Royalties, or require you to remit them to us. • Upon termination of this Agreement, we may withhold all Royalties due for a period of three months from the date they would otherwise be payable in order to ensure our ability to off-set any refunds or other offsets we are entitled to take against the Royalties. • If we terminate this Agreement because you have breached your representations and warranties or our guidelines, you forfeit all Royalties not yet paid to you. If after we have terminated your account you open a new account without our express permission, we will not owe you any Royalties through the new account.
