Common use of Prohibition Against Setoff, Counterclaim, Etc Clause in Contracts

Prohibition Against Setoff, Counterclaim, Etc. This Lease is a net lease, and Lessee, except as otherwise expressly provided herein, shall be responsible for the cost of delivery, possession, importation, registration, use, operation, management, return, maintenance, repair and modification of the Aircraft and compliance with applicable laws, regulations and airworthiness directives from the Delivery Date until the Aircraft is returned to Lessor in accordance with Section 12 hereof. Lessee's obligation to pay all Rent hereunder shall be absolute and unconditional and shall not be affected or reduced by any circumstances whatsoever (including, without limitation any right of setoff, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, the Manufacturer, the Engine Manufacturer, any seller of or person providing services with respect to the Aircraft or any other Person, for any reason whatsoever), it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease. Lessee hereby waives, to the extent permitted by applicable Law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by Law or otherwise, to terminate this Lease or any obligation imposed upon Lessee hereunder or in relation hereto except upon the terms expressly set forth in this Lease. Nothing contained in this Section shall be construed as a waiver of Lessee's right to seek a separate recovery of any payment of Rent which is not due and payable in accordance with the terms of this Lease or monies or payments which are due and payable by Lessor under the terms of this Lease.

Prohibition Against Setoff, Counterclaim, Etc. This Lease is a net lease, lease and Lessee, except as otherwise expressly provided herein, Lessor shall be responsible for the cost of delivery, possession, importation, registration, use, operation, management, return, maintenance, repair and modification have no responsibility (operationally or financially) in respect of the Aircraft and compliance with applicable lawsuse or operation of the Aircraft, regulations and airworthiness directives from the Delivery Date until the Aircraft is returned to Lessor in accordance with Section 12 hereofany Engine or any Part. Lessee's obligation to pay all Rent due hereunder shall be absolute and unconditional and shall not be affected or reduced by any circumstances whatsoever (circumstances, including, without limitation limitation, (i) any right of setoffset-off, counterclaim, recoupment, defense or other right which Lessee may have against LessorLessor or any other Person, the Manufacturer, the Engine Manufacturer, any seller of or person Person providing services with respect to the Aircraft or any other Person, for any reason whatsoeverwhatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor of its warranties, agreements or covenants contained herein; (ii) any defect in the title, airworthiness or eligibility for registration under applicable Law, or any condition, design, operation or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in the use or possession thereof by Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessee, or any other Person; (iii) any Liens with respect to the Aircraft; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease or any absence of right, power or authority of Lessor or Lessee to enter into this Lease; (v) any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor or Lessee; (vi) any other circumstance or happening of any nature whatsoever, similar to any of the foregoing; or (vii) any Taxes; it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease. Lessee hereby waives, to the extent permitted by applicable Law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by Law or otherwise, to terminate this Lease or any obligation imposed upon Lessee hereunder or in relation hereto except upon the terms expressly set forth Except as provided in this Lease. Nothing contained in this Section shall be construed as a waiver of Agreement and without limitation to Lessee's right to seek a separate recovery of any rights contained herein, each payment of Rent which is or any other payments hereunder made by Lessee to Lessor shall be final and Lessee will not due and payable in accordance with the terms seek to recover any part of this Lease or monies or payments which are due and payable by such payment from Lessor under the terms of this Leasefor any reason whatsoever except manifest error.

Prohibition Against Setoff, Counterclaim, Etc. This Lease is a net lease, and Lessee, except as otherwise expressly provided herein, shall be responsible for the cost of delivery, possession, importation, registration, use, operation, management, return, maintenance, repair and modification of the Aircraft and compliance with applicable laws, regulations and airworthiness directives from the Delivery Date until the Aircraft is returned to Lessor in accordance with Section 12 hereof. Lessee's obligation to pay all Rent hereunder shall be absolute and unconditional and shall not be affected or reduced by any circumstances whatsoever (circumstances, including, without limitation limitation, (i) any right of setoff, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, the Manufacturer, the Engine Manufacturer, any seller of or person providing services with respect to the Aircraft or any other Person, for any reason whatsoever); (ii) any defect in the title, airworthiness or eligibility for registration under applicable Law, or any condition, design, operation or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in the use or possession thereof by Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessee, or any other Person; (iii) any Liens with respect to the Aircraft; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease or any absence of right, power or authority of Lessor or Lessee to enter into this Lease; (v) any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor or Lessee; (vi) any other circumstance or happening of any nature whatsoever, similar to any of the foregoing; or (vii) any Taxes; it being the express intention of Lessor and Lessee that all Rent payable hereunder PHC 90-047 WKH shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease. Except as expressly provided herein, Lessee hereby waives, to the extent permitted by applicable Law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by Law or otherwise, to terminate this Lease or any obligation imposed upon Lessee hereunder or in relation hereto except upon the terms expressly set forth in this Leasehereto. Nothing contained in this Section shall be construed as a waiver of Lessee's right to seek a separate recovery of any payment of Rent which is not due and payable in accordance with the terms of this Lease, or to bring a separate action for damages or recovery of Rent. If for any reason whatsoever this Lease shall be terminated in whole or monies or in part by operation of law, Lessee nonetheless agrees to pay to Lessor amounts equal to the Rent payments which are hereunder at the time such payments would have become due and payable in accordance with the terms hereof had this Lease not been terminated, and so long as such payments are made and all other terms and conditions hereof are complied with by Lessor under the terms of and Lessee, Lessor and Lessee will deem this LeaseLease to remain in full force and effect. PHC 90-047 WKH Section 5. REPRESENTATIONS AND WARRANTIES.

Prohibition Against Setoff, Counterclaim, Etc. This Lease is a net lease, and Lessee, except as otherwise expressly provided herein, shall be responsible for the cost of delivery, possession, importation, registration, use, operation, management, return, maintenance, repair and modification of the Aircraft and compliance with applicable laws, regulations and airworthiness directives from the Delivery Date until the Aircraft is returned to Lessor in accordance with Section 12 hereof. Lessee's obligation to pay all Rent hereunder shall be absolute and unconditional and shall not be affected or reduced by any circumstances whatsoever (circumstances, including, without limitation limitation, (i) any right of setoff, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, the Manufacturer, the Engine Manufacturer, any seller of or Person or individual person providing services with respect to the Aircraft or any other PersonPerson or individual person, including without limitation maintenance, modification and other services provided by any Person for any reason whatsoever); (ii) any defect in the title, airworthiness or eligibility for registration under applicable Law, or any condition, design, operation or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in the use or possession thereof by Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessee, or any other Person or individual person; (iii) any Liens with respect to the Aircraft; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease or any absence of right, power or authority of Lessor or Lessee to enter into this Lease; (v) any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor or Lessee; (vi) any other circumstance or happening of any nature whatsoever, similar to any of the foregoing; or (vii) any Taxes; it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease. Lessee hereby waives, to the extent permitted by applicable Law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by Law or otherwise, to terminate this Lease or any obligation imposed upon Lessee hereunder or in relation hereto except upon the terms expressly set forth in this Leasehereto. Nothing contained in this Section shall be construed as a waiver of Lessee's right to pursue any claim that it may have, including without limitation, the right to seek a separate recovery of any payment of Basic Rent or Casualty Value or other Supplemental Rent which is not due and payable in accordance with the terms of this Lease. If for any reason whatsoever this Lease shall be terminated in whole or monies or in part by operation of law, Lessee nonetheless agrees to pay to Lessor amounts equal to the Rent payments which are hereunder at the time such payments would have become due and payable in accordance with the terms hereof had this Lease not been terminated, and so long as such payments are made and all other terms and conditions hereof are complied with by Lessor under the terms of and Lessee, Lessor and Lessee will deem this LeaseLease to remain in full force and effect.

Prohibition Against Setoff, Counterclaim, Etc. This Lease is a net lease, and Lessee, except as otherwise expressly provided herein, shall be responsible for the cost of delivery, possession, importation, registration, use, operation, management, return, maintenance, repair and modification of the Aircraft and compliance with applicable laws, regulations and airworthiness directives from the Delivery Date until the Aircraft is returned to Lessor in accordance with Section 12 hereof. Lessee's obligation to pay all Rent hereunder shall be absolute and unconditional and shall not be affected or reduced by any circumstances whatsoever (circumstances, including, without limitation limitation: (i) any right of setoff, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, the Manufacturer, the Engine any Manufacturer, any seller of or person Person providing services with respect to the Aircraft or any other Person, for any reason whatsoever; (ii) any defect in the title, airworthiness or eligibility for registration under Applicable Law, or any condition, design, operation, merchantability or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in the use or possession thereof by Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessee, or any other Person; (iii) any Liens, Lessor Liens, or Permitted Liens with respect to the Aircraft; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease or any absence of right, power or authority of Lessor or Lessee to enter into this Lease; (v) any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor or Lessee or any other Person; (vi) any other circumstance or happening of any nature whatsoever, whether or not similar to any of the foregoing; or (vii) any Taxes (with respect to which Lessee's obligations shall be as set forth in Section 10 hereof), ; it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease. Notwithstanding anything to the contrary contained herein, in the event that the Aircraft is lost or destroyed, in lieu of paying Rent thereafter, Lessee shall indemnify the Lessor for all losses, liabilities and damages arising out of such loss or destruction, and pay to the order of Lessor all amounts due and owing pursuant to Section 11 hereof, on demand. Lessee hereby waives, to the extent permitted by applicable Applicable Law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by Law law or otherwise, to terminate this Lease or any obligation imposed upon Lessee hereunder or in relation hereto except upon the terms expressly set forth in this Lease. Nothing contained in this Section shall be construed as a waiver of Lessee's right to seek a separate recovery of any payment of Rent which is not due and payable in accordance with the terms of this Lease or monies or payments which are due and payable by Lessor under the terms of this Leasehereto.

Prohibition Against Setoff, Counterclaim, Etc. This Lease is a net lease, and Lessee, except as otherwise expressly provided herein, shall be responsible for the cost of delivery, possession, importation, registration, use, operation, management, return, maintenance, repair and modification of the Aircraft and compliance with applicable laws, regulations and airworthiness directives from the Delivery Date until the Aircraft is returned to Lessor in accordance with Section 12 hereof. Lessee's ’s obligation to pay all Rent hereunder shall be absolute and unconditional and shall not be affected or reduced by any circumstances whatsoever (circumstances, including, without limitation limitation: (i) any right of setoff, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, the Manufacturer, the Engine Manufacturer, any seller of or person providing services with respect to the Aircraft Participant or any other Person, person for any reason whatsoever); (ii) any defect in the title, it being airworthiness, condition, design, operation, or fitness for any particular purpose or for use, or any damage to or loss or destruction, of the express intention Aircraft, or any interruption or cessation in the use or possession thereof by Lessee for any reason whatsoever; (iii) any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor, Lessee, Manufacturer, any Participant or other person; or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Leaseforegoing. Lessee hereby waives, to the extent permitted by applicable Law, any and all rights which it may now have or which may at any time hereafter may be conferred upon itit by statute or otherwise to terminate, by Law cancel, quit, or otherwise, to terminate surrender this Lease or the Aircraft or to reject or revoke acceptance of the Aircraft, or to any obligation imposed upon Lessee hereunder abatement, suspension, deferment or in relation hereto except upon reduction of Rent or the terms expressly set forth in this Lease. Nothing contained in this Section shall be construed as a waiver of Lessee's right to seek a separate recovery performance of any payment of Rent which is not due and payable other obligations, except in accordance with the express terms of hereof. Nothing in this Lease Article 3.8 shall be construed to limit or monies or payments which are due and payable otherwise prejudice Lessee’s right to commence legal proceedings against Lessor to recover damages from Lessor for the breach by Lessor of any of its obligations under the terms of this Lease.. *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC

Prohibition Against Setoff, Counterclaim, Etc. This Lease is a net lease, and Lessee, except as otherwise expressly provided herein, shall be responsible for the cost of delivery, possession, importation, registration, use, operation, management, return, maintenance, repair and modification of the Aircraft and compliance with applicable laws, regulations and airworthiness directives from the Delivery Date until the Aircraft is returned to Lessor in accordance with Section 12 hereof. Lessee's obligation to pay all Rent hereunder shall be absolute and unconditional and shall not be affected or reduced by any circumstances whatsoever (circumstances, including, without limitation limitation: (i) any right of setoff, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, the Manufacturer, the Engine Manufacturer, any seller of or person providing services with respect to the Aircraft Participant or any other Person, person for any reason whatsoever), it being (ii) any defect in the express intention title, airworthiness, condition, design, operation, or fitness for any particular purpose or for use, or any damage to or loss or destruction, of Lessor and the Aircraft, or any interruption or cessation in the use or possession thereof by Lessee that all Rent payable hereunder shall be payable in all eventsfor any reason whatsoever, unless (iii) any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor, Lessee, Manufacturer, any Participant or other person, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the obligation to pay the same shall be terminated pursuant to the express provisions of this Leaseforegoing. Lessee hereby waives, to the extent permitted by applicable Lawlaw, any and all rights which it may now have or which may at any time hereafter may be conferred upon itit by statute or otherwise to terminate, by Law cancel, quit, or otherwise, to terminate surrender this Lease or the Aircraft or to reject or revoke acceptance of the Aircraft, or to any obligation imposed upon Lessee hereunder abatement, suspension, deferment or in relation hereto except upon reduction of Rent or the terms expressly set forth in this Lease. Nothing contained in this Section shall be construed as a waiver of Lessee's right to seek a separate recovery performance of any payment of Rent which is not due and payable other obligations, except in accordance with the express terms hereof. For the avoidance of doubt, nothing in this Lease or monies or payments which are due and payable Article 3(g) shall be construed to prevent Lessee from commencing legal proceedings against Lessor to recover damages from Lessor for the breach by Lessor of any of its obligations under the terms of this Lease.