Rights of Set-Off. With respect to any amount that HHSC in good faith determines should be reimbursed to it or is otherwise payable to it by the MA Dual SNP pursuant to this Agreement, HHSC may deduct the entire amount owed against the charges otherwise payable or expenses owed to it under this Agreement until such time as the entire amount determined to be owed has been paid. HHSC will provide the MA Dual SNP with written notice of and supporting information concerning such offsets, and will be relieved of its obligation to make any payments to the MA Dual SNP until such time as all such amounts have been paid to HHSC.
Rights of Set-Off. Each party may set-off against amounts owing by it hereunder to another Person any amounts owing or accruing due by such Person to it or any of its Affiliates, without duplication.
Rights of Set-Off. Buyer shall have the following rights of set-off:
(a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction.
(b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Related Entity to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its Affiliates, on the one hand, and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Related Entity. If a Countrywide Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Related Entity shall provide Seller prior notice thereof, and upon Seller’s rec...
Rights of Set-Off. Regardless of the adequacy of any collateral, during the continuance of any Event of Default under the Note or the other Loan Documents, Lender may at any time and without notice to Guarantors set-off and apply the whole or any portion or portions of any or all deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or branch of Lender where the deposits are held) now or hereafter held by Lender against amounts payable under this Guaranty, whether or not any other person or persons could also withdraw money therefrom.
Rights of Set-Off. With respect to any amount that HHSC in good faith determines should be reimbursed to it or is otherwise payable to it by the MA Health Plan pursuant to this Agreement, HHSC may deduct the entire amount owed against the charges otherwise payable or expenses owed to it under this Agreement until such time as the entire amount determined to be owed has been paid. HHSC will provide the MA Health Plan with written notice of and supporting information concerning such offsets and will be relieved of its obligation to make any payments to the MA Health Plan until such time as all such amounts have been paid to HHSC.
Rights of Set-Off. With respect to any amount that (a) should be reimbursed to Prudential, or (b) is otherwise payable to Prudential pursuant to this Engagement Schedule, Prudential may, upon notice to Vendor, deduct the entire amount owed to Prudential against the Fees owed to Vendor under this Engagement Schedule.
Rights of Set-Off. (a) Each of Borrower and the Guarantor Subsidiaries hereby expressly grants to Administrative Agent and the Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from Administrative Agent or any Lender to Borrower or any Guarantor Subsidiary, in accordance with the provisions of this Section 9.4. The rights of Administrative Agent and each Lender under this Section 9.4 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law or equity) that Administrative Agent and each Lender may have under law or by agreement.
(b) Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, to set off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by Borrower or any Guarantor Subsidiary into which only funds of unrelated third-parties are deposited, and provided that Borrower or such Guarantor Subsidiary has informed such Lender and Administrative Agent of the nature of such accounts) at any time held, and other indebtedness at any time owing, by any Lender or any Affiliate thereof to or for the credit or the account of Borrower or any Guarantor Subsidiary against any and all of the Obligations now or hereafter existing under this Agreement, the Notes and the other Loan Documents, in such order and manner as such Lender may determine, subject, however, to the agreements contained in Section 10.14 hereof, regardless of whether such Lender shall have made any demand under this Agreement or the Notes or the Competitive Bid Notes and although such obligations may be unmatured.
(c) Borrower and each Guarantor Subsidiary agree, to the fullest extent it may effectively do so under applicable law, that each Lender and any holder of a participation in any of the Notes (with the appropriate consent of such Lender) may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of Borrower or such Guarantor Subsidiary in the amount of such participation.
Rights of Set-Off. Recoupment, Etc. The Contractor may set off any amount due to the Subcontractor against any obligation or debt the Subcontractor owes to the Contractor, whether arising in connection with the Subcontract or from any other agreement between the parties. The Contractor also reserves all rights of recoupment and all lien or other rights against the Subcontractor with respect to money, credits, or other property within its possession or control that may be available to it under applicable law.
Rights of Set-Off. The Banks, and the Agents and Collateral Agent on behalf of the Banks, are each hereby irrevocably authorized upon the occurrence and during the continuance of an Event of Default without notice to the Guarantor (any such notice being expressly waived by the Guarantor to the extent permitted by applicable law) to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect or contingent or matured or unmatured, at any time held or owing by the Banks to or for the credit or the account of the Guarantor, or any part thereof, in such amounts as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, against and on account of the obligations and liabilities of the Guarantor to the Banks, in any currency, whether arising hereunder or otherwise, as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, whether or not the Banks, or the Agents or Collateral Agent on behalf of the Banks, have made any demand for payment but only to the extent that such obligations, liabilities and claims shall have become due and payable (whether as stated, by acceleration or otherwise). The Banks, or the Agents or Collateral Agent on behalf of the Banks, agree to notify the Guarantor promptly of any such set-off and the application made by the Banks, or the Agents or Collateral Agent on behalf of the Banks; PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Banks, or the Agents or Collateral Agent on behalf of the Banks, under this Section 6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Banks, or the Agents or Collateral Agent on behalf of the Banks, may otherwise have.
Rights of Set-Off. In addition to any rights of Lender under applicable law, during the continuance of any Event of Default under the Note or the other Loan Documents, Lender may at any time and without notice to Guarantors, but subject to the prior written approval of Agent, set-off and apply the whole or any portion or portions of any or all deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or branch of Lender where the deposits are held) now or hereafter held by Lender or other sums credited by or due from any Lender to any Guarantor and any securities or other property of the Guarantors in the possession of such Lender against amounts payable under this Guaranty, whether or not any other person or persons could also withdraw money therefrom.
