Common use of Offsets Clause in Contracts

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 or 9.2 hereof, Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by any Borrower to Lender, whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by Lender (including, without limitation, by branches and agencies or any affiliate of Lender, wherever located) to or for the credit or account of any Borrower or Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 or 9.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations (other than Obligations under the Xxxx/Norwesco Guaranty) then owing by Borrowers or a Guarantor of Payment to such Lender (including, without limitation, any Borrower participation purchased or to Lenderbe purchased pursuant to Section 2.2(b), 2.2(c) or 9.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 7.12 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 8.1 or 9.2 8.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by Borrower or a Guarantor of Payment to such Lender (including, without limitation, any Borrower participation purchased or to Lenderbe purchased pursuant to Section 2.2(b), 2.2(c) or 8.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or any Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 7.14 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 8.1 or 9.2 8.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by a Borrower or Guarantor of Payment to such Lender (including, without limitation, any Borrower participation purchased or to Lenderbe purchased pursuant to Section 2.2(b), 2.2(c), 2.5, 2.6 or 8.6 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any such Borrower or Guarantor of Payment, all without notice to or demand upon any such Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 7.12 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 8.1 or 9.2 8.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by Borrower or a Guarantor of Payment to such Lender (including, without limitation, any Borrower participation purchased or to Lenderbe purchased pursuant to Sections 2.2(b), 2.2(c) or 8.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or any Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 7.10 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 8.1 or 9.2 8.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by any Borrower to Lendersuch Lender (including, without limitation, any participation purchased or to be purchased pursuant to Section 2.2(b), 2.2(c) or 8.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or any Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 8.11 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 or 9.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by Borrowers or a Guarantor of Payment to such Lender (including, without limitation, any Borrower participation purchased or to Lenderbe purchased pursuant to Section 2.2(b), 2.2(c) or 9.5 hereof), whether or not the same shall then have matured, any and all deposit (general or specialspecial (but excluding trust, tax withholding and payroll accounts)) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 7.11 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 8.1 or 9.2 8.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by any a Borrower to Lendersuch Lender (including, without limitation, any participation purchased or to be purchased pursuant to Section 2.2(b), 2.2(c) or 8.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or Guarantor of Paymentsuch Borrower, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 7.13 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 8.1 or 9.2 8.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by a Borrower or Guarantor of Payment to such Lender (including, without limitation, any Borrower participation purchased or to Lenderbe purchased pursuant to Section 2.2 or 8.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness Indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any such Borrower or Guarantor of Payment, all without notice to or demand upon any such Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 8.14 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 or 9.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by Borrower or a Guarantor of Payment to such Lender (including, without limitation, any Borrower participation purchased or to Lenderbe purchased pursuant to Section 2.2 or 9.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or any Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 8.11 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 or 9.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by any Borrower to Lendersuch Lender (including, without limitation, any participation purchased or to be purchased pursuant to Section 2.2(b), 2.2(c) or 9.5 hereof), whether or not the same shall then have matured, any and all deposit (general or specialspecial (but excluding trust, tax withholding and payroll accounts)) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or any Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 7.11 hereof or if the maturity of the Obligations Debt is accelerated pursuant to Section 9.1 8.1 or 9.2 8.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations Debt then owing by any Borrower to Lendersuch Lender (including, without limitation, any participation purchased or to be purchased pursuant to Section 2.2, 2.3 or 8.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness (excluding the Restricted Account) then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or any Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 7.11 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 8.1 or 9.2 8.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by any Borrower to Lendersuch Lender (including, without limitation, any participation purchased or to be purchased pursuant to Sections 2.2(b), 2.2(c) or 8.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or any Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 7.11 hereof or if the maturity of the Obligations Debt is accelerated pursuant to Section 9.1 8.1 or 9.2 8.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations Debt then owing by any Borrower to Lendersuch Lender (including, without limitation, any participation purchased or to be purchased pursuant to Section 2.3, 2.4 or 8.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or any Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 Article VII hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 or 9.2 8.1 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by Borrower and/or any Borrower Guarantor to Lendersuch Lender (including, without limitation, any participation purchased or to be purchased pursuant to Section 8.4 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of Borrower and/or any Borrower or Guarantor of PaymentGuarantor, as applicable, all without notice to or demand upon Borrower and/or any Borrower Guarantor or any other Person, all such notices and demands being hereby expressly waived by each BorrowerBorrower and/or any Guarantor.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 7.12 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 8.1 or 9.2 8.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by Borrower or Guarantor of Payment to such Lender (including, without limitation, any Borrower participation purchased or to Lenderbe purchased pursuant to Section 2.2(b) or 8.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or any Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 8.14 hereof or if the maturity of the Obligations Debt is accelerated pursuant to Section 9.1 or 9.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations Debt then owing by any Borrower to Lendersuch Lender (including, without limitation, any participation purchased or to be purchased pursuant to Section 2.3, 2.4 or 9.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or any Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Offsets. If there shall occur or exist any Event of Default referred to in Section 8.12 7.13 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 8.1 or 9.2 8.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by any Borrower to Lendersuch Lender (including, without limitation, any participation purchased or to be purchased pursuant to Section 2.2(b), 2.2(c) or 8.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or any Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.