Common use of PAYMENTS AND SET-OFF Clause in Contracts

PAYMENTS AND SET-OFF. The Customer will comply with the Bank's requirements in respect of payments under this Agreement. These requirements may include the maintenance of payment instructions acceptable to the Bank. A payment due on a non-business day will be payable on the next business day. All payments to the Bank must be made without set-off and without any deduction on account of any tax, duty or other charge, unless a deduction is required by law. If a deduction is required by law, the Customer will increase the payment so that the Bank receives the amount due to it before the deduction. The Bank may apply all amounts due to an account of the Customer with the Bank even if it causes that account to be overdrawn or exceed any limit. The Bank may set off any amount due to the Bank under this Agreement against any amount owing by the Bank to the Customer. The Bank may exercise this right, without prior notice both before and after demand. To exercise its rights under this Agreement, the Bank may, using its market rate of exchange convert an amount from one currency to another. Confirmations The Customer confirms on the date it signs this Agreement that: it has power to carry on its current business. this Agreement does not breach its constitution and it has taken all necessary action to authorise this Agreement. its most recent financial statements provided to the Bank were prepared in accordance with generally accepted accounting principles (GAAP), fairly represent its financial condition at the date they were prepared and there has been no material adverse change in its business or financial condition since that date. there is no actual or threatened litigation, dispute resolution, administrative proceeding or enforcement process, or any breach of an agreement, affecting it or any Subsidiary, which could have a material adverse effect on its business or financial condition or on its ability to perform this Agreement. A Subsidiary is an entity controlled, directly or indirectly, by the Customer or by a Subsidiary of the Customer. Control means the ability to appoint or remove directors or exercise the majority of voting rights alone or with the agreement of others.

PAYMENTS AND SET-OFF. The Customer will comply with the Bank's ’s requirements in respect of payments under this Agreement. These requirements may include the maintenance of payment instructions acceptable to the Bank. If the Customer maintains a current account with the Bank then the Bank may apply interest and other payments due and payable by the Customer under this Agreement to such current account. If the Customer does not hold a current account with the Bank then the Customer will maintain a feeder account (not being a current account) with the Bank to which the Bank may apply interest and other payments due and payable by the Customer under this Agreement. If the feeder account becomes overdrawn without prior agreement interest on it will be charged at the Bank’s unarranged overdraft rate from time to time. A payment due on a non-business day will be payable on the next business day. All payments to the Bank must be made without set-off and without any deduction on account of any tax, duty or other charge, unless a deduction is required by law. If a deduction is required by law, the Customer will increase the payment so that the Bank receives the amount due to it before the deduction. The Bank may apply all amounts due to an account of the Customer with the Bank even if it causes that account to be overdrawn or exceed any limit. The Bank may set off any amount due to the Bank under this Agreement against any amount owing by the Bank to the Customer. The Bank may exercise this right, without prior notice both before and after demand. To exercise its rights under this Agreement, the Bank may, using its market rate of exchange convert an amount from one currency to another. Confirmations [Each of the Customer and the Parent confirm / The Customer confirms confirms] on the date it signs this Agreement that: it has power to carry on its current business. this Agreement does not breach its constitution and it has taken all necessary action to authorise this Agreement. its most recent financial statements provided to the Bank were prepared in accordance with generally accepted accounting principles (GAAP), fairly represent its financial condition at the date they were prepared and there has been no material adverse change in its business or financial condition since that date. there is no actual or threatened litigation, dispute resolution, administrative proceeding or enforcement process, or any breach of an agreement, affecting it or any Subsidiary, which could have a material adverse effect on its business or financial condition or on its ability to perform this Agreement. A Subsidiary is an entity controlled, directly or indirectly, by the [Customer / Parent] or by a Subsidiary of the Customer[Customer / Parent]. Control means the ability to appoint or remove directors or exercise the majority of voting rights alone or with the agreement of others.

PAYMENTS AND SET-OFF. The Customer will comply with the Bank's ’s requirements in respect of payments under this Agreement. These requirements may include the maintenance of payment instructions acceptable to the Bank. A If a payment or interest application would be due on a non-business day day, it will be payable made on the next business day, if it is in the same month or otherwise on the previous business day. All payments to the Bank must be made without set-off and without any deduction on account of any tax, duty or other charge, unless a deduction is required by law. If a deduction is required by law, the Customer will increase the payment so that the Bank receives the amount due to it before the deduction. The Bank may apply all amounts due to an account of the Customer with the Bank even if it causes that account to be overdrawn or exceed any limit. The Bank may set off any amount due to the Bank under this Agreement against any amount owing by the Bank to the Customer. The Bank may exercise this right, without prior notice both before and after demand. To exercise its rights under this Agreement, the Bank may, using its market rate of exchange convert an amount from one currency to another. Confirmations The [The Customer confirms confirms/Each of the Customer and the Parent confirm] on the date it signs this Agreement that: it has power to carry on its current businessbusiness and has the power to enter into this Agreement. this Agreement does not breach its constitution constitutional documents and it has taken all necessary action to authorise this Agreement. its most recent financial statements provided to the Bank were prepared in accordance with generally accepted accounting principles (GAAP), fairly represent its financial condition at the date they were prepared and there has been no material adverse change in its business or financial condition since that date. there is no actual or threatened litigation, dispute resolution, administrative proceeding or enforcement process, or any breach of an agreement, affecting it or any Subsidiary, which could have a material adverse effect on its business or financial condition or on its ability to perform this Agreement. A Subsidiary is an entity controlled, directly or indirectly, by the Customer [Customer/Parent] or by a Subsidiary of the Customer. Control means the ability to appoint or remove directors or exercise the majority of voting rights alone or with the agreement of others[Customer/Parent].

PAYMENTS AND SET-OFF. The Customer will comply with the Bank's requirements in respect of payments under this Agreement. These requirements may include the maintenance of payment instructions acceptable to the Bank. A payment due on a non-business day will be payable on the next business day. All payments to the Bank must be made without set-off and without any deduction on account of any tax, duty or other charge, unless a deduction is required by law. If a deduction is required by law, the Customer will increase the payment so that the Bank receives the amount due to it before the deduction. The Bank may apply all amounts due to an account of the Customer with the Bank even if it causes that account to be overdrawn or exceed any limit. The Bank may set off any amount due to the Bank under this Agreement against any amount owing by the Bank to the Customer. The Bank may exercise this right, without prior notice both before and after demand. To exercise its rights under this Agreement, the Bank may, using its market rate of exchange convert an amount from one currency to another. Confirmations The Customer confirms on the date it signs this Agreement that: it has power to carry on its current business. this Agreement does not breach its constitution and it has taken all necessary action to authorise this Agreement. its most recent financial statements provided to the Bank were prepared in accordance with generally accepted accounting principles (GAAP), fairly represent its financial condition at the date they were prepared and there has been no material adverse change in its business or financial condition since that date. there is no actual or threatened litigation, dispute resolution, administrative proceeding or enforcement process, or any breach of an agreement, affecting it or any Subsidiary, which could have a material adverse effect on its business or financial condition or on its ability to perform this Agreement. A Subsidiary is an entity controlled, directly or indirectly, by the Customer or by a Subsidiary of the Customer. Control means the ability to appoint or remove directors or exercise the majority of voting rights alone or with the agreement of others. The Customer confirms on the date it signs this Agreement, on the date on which the Loan is drawn down under this Agreement, and on each day that the Loan or any part of it is outstanding, that: the Loan will be, and is being, used for the purpose set out in clause 1.1. if the Loan is to be applied by the Customer in more than one instalment towards the purpose set out in clause 1.1, the Customer has procedures in place to enable it to track and monitor the amount of the proceeds of the Loan which have been drawn down and applied in accordance with clause 1.1 until such time as the proceeds of the Loan have been fully applied towards such purpose. The Customer confirms on each date it provides any documents, information and / or details to the Bank pursuant to clauses 12.4.2 and 12.4.3 below that all such documents, information and / or details are accurate, up to date and not misleading.