Common use of Payments — No set-off or Counterclaims Clause in Contracts

Payments — No set-off or Counterclaims. (a) The Borrower hereby acknowledges that, in performing its obligations under this Agreement, the Lender will be incurring liabilities to third parties in relation to the funding of amounts to the Borrower, such liabilities matching the liabilities of the Borrower to the Lender and that it is reasonable for the Lender to be entitled to receive payments from the Borrower gross on the due date in order that the Lender is put in a position to perform its matching obligations to the relevant third parties. Accordingly, all payments to be made by the Borrower under this Agreement and/or any of the other Finance Documents shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in Clause 5.3 (Gross Up), free and clear of any deductions or withholdings or Governmental Withholdings whatsoever, as follows: (i) in Dollars (except for charges or expenses which shall be paid in the currency in which they are incurred), not later than 10:00 a.m. (New York time) on the Business Day (in Piraeus, Athens, London and New York City) on which the relevant payment is due under the terms of this Agreement; and (ii) to such account and at such bank as the Lender may from time to time specify for this purpose by written notice to the Borrower, reference: “Garu Shipping Company Inc../Loan Agreement dated: 1st November, 2022” provided, however, that the Lender shall have the right to change the place of account for payment, upon ten (10) Business Days’ prior written notice to the Borrower.

Appears in 1 contract

Samples: Loan Agreement (Performance Shipping Inc.)

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Payments — No set-off or Counterclaims. (a) The Borrower hereby acknowledges that, that in performing its obligations under this Agreement, the Lender Bank will be incurring liabilities to third parties in relation to the funding of amounts to the Borrower, such liabilities matching the liabilities of the Borrower to the Lender Bank and that it is reasonable for the Lender Bank to be entitled to receive payments from the Borrower gross on the due date in order that the Lender Bank is put in a position to perform its matching obligations to the relevant third parties. Accordingly, all payments to be made by the Borrower under this Agreement and/or any of the other Finance Security Documents shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in Clause 5.3 (Gross Up)5.3, free and clear of any deductions or withholdings or Governmental Withholdings whatsoever, as follows: (i) in Dollars (except for charges or expenses which shall be paid in the currency in which they are incurred)Dollars, not later than 10:00 10.00 a.m. (New York London time) on the Business Banking Day (in Piraeus, Athens, London Athens and New York City) on which the relevant payment is due under the terms of this Agreement; and (ii) to such the Receiving Bank for the account and at such bank as of the Lender may from time to time specify for this purpose by written notice to the BorrowerBank, reference: “Garu Shipping Company Inc../Loan Agreement dated: 1st NovemberPARAGON SHIPPING INC. - CREDIT AGREEMENT”, 2022” provided, Provided however, that the Lender Bank shall have the right to change the place of account for payment, upon ten eight (10) Business 8) Banking Days’ prior written notice to the Borrower. (b) If at any time it shall become unlawful or impracticable for the Borrower to make payment under this Agreement to the relevant account or bank referred to in Clause 5.1(a), the Borrower may request and the Bank may agree to alternative arrangements for the payment of the amounts due by the Borrower to the Bank under this Agreement or the other Security Documents.

Appears in 1 contract

Samples: Credit Agreement (Paragon Shipping Inc.)

Payments — No set-off or Counterclaims. (a) The Borrower hereby acknowledges Borrowers jointly and severally acknowledge that, in performing its obligations under this Agreement, Agreement the Lender Bank will be incurring liabilities to third parties in relation to the funding of amounts to the BorrowerBorrowers, such liabilities matching the liabilities of the Borrower Borrowers to the Lender Bank and that it is reasonable for the Lender Bank to be entitled to receive payments from the Borrower Borrowers gross on the due date in order that the Lender Bank is put in a position to perform its matching obligations to the relevant third parties. Accordingly, all payments to be made by the Borrower Borrowers under this Agreement and/or any of the other Finance Security Documents shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in Clause 5.3 (Gross Up)5.3, free and clear of any deductions or withholdings or Governmental Withholdings whatsoever, as follows: (i) in Dollars (except for charges or expenses which shall be paid in the currency in which they are incurred)Dollars, not later than 10:00 10.00 a.m. (New York London time) on the Business Banking Day (in Piraeus, Athens, London Athens and New York City) on which the relevant payment is due under the terms of this Agreement; and (ii) to such the Receiving Bank for the account and at such bank as of the Lender may from time to time specify for this purpose by written notice to the BorrowerBank “GRAND XXXXXXXXX INC. — Loan Agreement”, reference: “Garu Shipping Company Inc../Loan Agreement dated: 1st November, 2022” provided, however, that the Lender Bank shall have the right to change the place of account for payment, upon ten eight (10) Business 8) Banking Days’ prior written notice to the BorrowerBorrowers. (b) If at any time it shall become unlawful or impracticable for the Borrowers (or either of them) to make payment under this Agreement to the relevant account or bank referred to in Clause 5.1(a), the Borrowers may request and the Bank may agree to alternative arrangements for the payment of the amounts due by the Borrowers to the Bank under this Agreement or the other Security Documents.

Appears in 1 contract

Samples: Loan Agreement (NewLead Holdings Ltd.)

Payments — No set-off or Counterclaims. (a) The Borrower hereby acknowledges that, acknowledge that in performing its obligations under this Agreement, the Lender Bank will be incurring liabilities to third parties in relation to the funding of amounts to the Borrower, such liabilities matching the liabilities of the Borrower to the Lender Bank and that it is reasonable for the Lender Bank to be entitled to receive payments from the Borrower gross on the due date in order that the Lender Bank is put in a position to perform its matching obligations to the relevant third parties. Accordingly, all payments to be made by the Borrower under this Agreement and/or any of the other Finance Security Documents shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in Clause 5.3 (Gross Up)5.3, free and clear of any deductions or withholdings or Governmental Withholdings whatsoever, as follows: (i) in Dollars (except for charges or expenses which shall be paid in the currency in which they are incurred)Dollars, not later than 10:00 10.00 a.m. (New York London time) on the Business Banking Day (in Piraeus, Athens, London and New York City) on which the relevant payment is due under the terms of this Agreement; and (ii) to such the Receiving Bank for the account and at such bank as of the Lender may from time to time specify for this purpose by written notice to the BorrowerBank, Account No. 00000000, SWIFT Code: XXXXXXXX, reference: “Garu Shipping Company Inc../Loan Agreement dated: 1st NovemberGrand Spartounta Inc.— Loan Agreement”, 2022” provided, however, that the Lender Bank shall have the right to change the place of account for payment, upon ten fifteen (1015) Business Banking Days’ prior written notice to the Borrower. (b) If at any time it shall become unlawful or impracticable for the Borrower to make payment under this Agreement to the relevant account or bank referred to in Clause 5.1(a), the Borrower may request and the Bank may agree to alternative arrangements for the payment of the amounts due by the Borrower to the Bank under this Agreement or the other Security Documents.

Appears in 1 contract

Samples: Loan Agreement (NewLead Holdings Ltd.)

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Payments — No set-off or Counterclaims. (a) The Borrower hereby acknowledges that, in performing its obligations under this Agreement, the Lender will be incurring liabilities to third parties in relation to the funding of amounts to the Borrower, such liabilities matching the liabilities of the Borrower to the Lender and that it is reasonable for the Lender to be entitled to receive payments from the Borrower gross on the due date in order that the Lender is put in a position to perform its matching obligations to the relevant third parties. Accordingly, all payments to be made by the Borrower under this Agreement and/or any of the other Finance Documents shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in Clause 5.3 (Gross Up), free and clear of any deductions or withholdings or Governmental Withholdings whatsoever, as follows: (i) in Dollars (except for charges or expenses which shall be paid in the currency in which they are incurred), not later than 10:00 a.m. (New York time) on the Business Day (in Piraeus, Athens, London and New York City) on which the relevant payment is due under the terms of this Agreement; and (ii) to such account and at such bank as the Lender may from time to time specify for this purpose by written notice to the Borrower, reference: “Garu Arbar Shipping Company Inc../Loan Agreement dated: 1st November7th December, 2022” provided, however, that the Lender shall have the right to change the place of account for payment, upon ten (10) Business Days’ prior written notice to the Borrower.

Appears in 1 contract

Samples: Loan Agreement (Performance Shipping Inc.)

Payments — No set-off or Counterclaims. (a) The Borrower hereby acknowledges that, that in performing its obligations under this Agreement, the Lender Bank will be incurring liabilities to third parties in relation to the funding of amounts to the Borrower, such liabilities matching the liabilities of the Borrower to the Lender Bank and that it is reasonable for the Lender Bank to be entitled to receive payments from the Borrower gross on the due date in order that the Lender Bank is put in a position to perform its matching obligations to the relevant third parties. Accordingly, all payments to be made by the Borrower under this Agreement and/or any of the other Finance Security Documents shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in Clause 5.3 (Gross Up)5.3, free and clear of any deductions or withholdings or Governmental Withholdings whatsoever, as follows: (i) in Dollars (except for charges or expenses which shall be paid in the currency Optional Currency in which they are incurred), not later than 10:00 a.m. (New York time) the Loan is at the time denominated on the Business Day (in Piraeus, Athens, London and New York City) on which due date to the relevant payment is due under account of the terms of this Agreement; and (ii) to such account and Bank at such bank and in such place as the Lender Bank may from time to time specify for this purpose by written notice to the Borrowerthat purpose, reference: “Garu Shipping Company Inc../Loan Agreement dated: 1st NovemberGrand Markela Inc. - Loan Agreement”, 2022” provided, provided however, that the Lender Bank shall have the right to change the place of account for payment, upon ten eight (10) Business 8) Banking Days’ prior written notice to the Borrower. (b) If at any time it shall become unlawful or impracticable for the Borrower to make payment under this Agreement to the relevant account or bank referred to in Clause 5.1(a), the Borrower may request and the Bank may agree to alternative arrangements for the payment of the amounts due by the Borrower to the Bank under this Agreement or the other Security Documents.

Appears in 1 contract

Samples: Loan Agreement (NewLead Holdings Ltd.)

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