Set-0ff. In addition to any rights and remedies of Buyer provided by this Agreement, Buyer shall have the right, without prior notice to Seller, any such notice being expressly waived by Seller to the extent permitted by applicable law, (i) any amount to which Buyer is entitled to indemnification under section 10.1 above and (ii) the costs incurred by Buyer as a result of Seller’s failure to deliver the documents required to perform the audit under Section 3.1.2, to set-off and appropriate and apply against such amount any and all amounts due and payable under the Note. Buyer agrees promptly to notify Seller after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application.
Set-0ff. Without limiting the rights of Bank under applicable ------- law, Bank has and may exercise a right of set-off, a lien against and a security interest in all property of Borrower now or at any time in Bank's possession in any capacity whatsoever, including but not limited to any balance of any deposit, trust or agency account, or any other bank account with Bank, as security for all Bank Indebtedness. At any time and from time to time following the occurrence of an Event of Default or a Potential Default, or Bank may without notice or demand, set off and apply any and all deposits {general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Bank to or for the credit of Borrower against any or all of the Bank Indebtedness and Borrower's obligations under the Loan Documents. If any bank account of Borrower with Bank is attached or otherwise liened or levied upon by any third party, Bank need not await the running of any applicable grace period hereunder, but Bank shall have and be deemed to have the immediate right of set-off and may apply the funds or amount thus set-off against Borrower's obligations to Bank.
Set-0ff. In addition to any rights and remedies of Buyer provided by this Agreement, Buyer shall have the right, without prior notice to Seller, any such notice being expressly waived by Seller to the extent permitted by applicable law, any amount to which Buyer is entitled to indemnification under section 10.1 above, to set-off and appropriate and apply against such amount any and all amounts due and payable under the Note. Buyer agrees promptly to notify Seller after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application.
Set-0ff. FMC shall be entitled to set-off the amount of any Claim submitted under Section 8.1 as damages or by way of indemnification against the Corporations, once finally determined, against any other amounts payable by FMC to the Corporations whether under this Agreement or otherwise.
