Set-Offs. After the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably authorizes and directs Lender from time to time to charge Borrower’s accounts and deposits with Lender (or its Affiliates), and to pay over to Lender an amount equal to any amounts from time to time due and payable to Lender hereunder, under the Note or under any other Loan Document. Borrower hereby grants to Lender a security interest in and to all such accounts and deposits maintained by the Borrower with Lender (or its Affiliates).
Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and (ii) Banks holding more than 50% in aggregate unpaid principal amount of the Loans have requested the Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Bank is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the account of the Borrower against any obligations of the Borrower to such Bank now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Bank shall have made any demand for payment under this Agreement. Each Bank agrees promptly to notify the Borrower after any such set-off and application made by such Bank; PROVIDED that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Banks under this subsection are in addition to any other rights and remedies which the Banks may have.
(b) Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans held by the Banks shall be shared by the Banks pro rata; PROVIDED that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than i...
Set-Offs. Buyer has the right to set off against any amounts due Seller hereunder any amounts owed to Buyer by Seller arising from any other transaction.
Set-Offs. The Company may set-off any amounts the Company in good faith claims to be due from Seller against any sums otherwise due to Seller whether such claims arise under or outside the Contract.
Set-Offs. Each Party reserves to itself all rights, set-offs, counterclaims, and other defenses to which it is or may be entitled to under applicable law.
Set-Offs. The Company shall have the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind that arises from this Agreement and from the obligations of the Contractor provided herein. If the Company uses the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind, then the Company notifies the Contractor no later than on the due date of the respective payment stating the amount, the grounds and the basis for the use of the right to set-off, retention, counterclaim, abatement or other deduction or other right.
Set-Offs. The Company shall have the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind that arises from this Agreement and from the obligations of the Contractor provided herein. If the Company uses the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind, then the Company notifies the Contractor no later than on the due date of the respective payment stating the amount, the grounds and the basis for the use of the right to set-off, retention, counterclaim, abatement or other deduction or other right. Standard of Performance. Without prejudice to the requirements prescribed elsewhere under the Agreement, the Contractor shall: perform the Services in accordance with the Agreement, the Technical Specification, the respective Request for Assignment or the Request for Proposal, the respective Assignment Order as well as reasonable requests, comments, requirements and instructions of the Company; perform the Services in accordance with the Applicable Laws and the Good Industry Practice; ensure availability of the Approved Experts; perform the Services and each particular Assignment timely having due regard to any applicable Assignment milestones and any other key dates for performance of the particular Services; exercise reasonable professional skill, diligence and care as may be expected of a properly qualified and competent person carrying out services of a similar size, nature, type and complexity; ensure that the Contractor and the Approved Expert providing the Services comply with the relevant professional diligence and applicable legislation governing the activities of legal advisers (in case of attorneys, in addition to the respective bar association rules and related regulations) and the provision of the Services is of consistently high quality that is necessary to achieve the purpose of the particular Assignment Order; ensure that its personnel are properly qualified and competent; ensure that specific documents as per respective Services, if any, and other documents and information required to be prepared or submitted by the Contractor under this Agreement conform to Good Industry Practice generally acceptable at the time of submission of such specific documents as per respective Services, documents and information; endeavour to carry out all activities that would reasonably assist and aid the Company, always act i...
Set-Offs. (a) In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of such rights, the Seller hereby grants to the Purchaser and each Affected Party a right of set–off, to secure repayment of all amounts owing to the Purchaser by the Seller, the Guarantor and the Pledgor under the Repurchase Documents and the Obligations, upon any and all (regardless of any currency thereof) monies, securities, collateral or other Property of the Seller, the Guarantor, the Pledgor and each other Repurchase Party and any proceeds from the foregoing, now or hereafter held or received by the Purchaser or any Affected Party or any entity under the control of the Purchaser or any Affected Party and their respective successors and assigns (including, without limitation, branches and agencies of the Purchaser or any Affected Party wherever located), for the account of the Seller, the Guarantor, the Pledgor or any other Repurchase Party, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or Indebtedness of the Seller, the Guarantor, the Pledgor or any other Repurchase Party at any time existing, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the Purchaser or any Affected Party to or for the credit of any the Seller, the Guarantor, the Pledgor or any other Repurchase Party. Each of the Purchaser and each Affected Party is hereby authorized at any time and from time to time upon any amount becoming due and payable by the Seller, the Guarantor, the Pledgor or any other Repurchase Party to the Purchaser or any of the Affected Parties under the Repurchase Documents, the Obligations or otherwise (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) or upon the occurrence and during the continuance of an Event of Default, without notice to the Seller, the Guarantor, the Pledgor or any other Repurchase Party, any such notice being expressly waived by the Seller, the Guarantor, the Pledgor or any other Repurchase Party to the extent permitted by Applicable Law, to set–off, appropriate, apply and enforce such right of set–off against any and all items hereinabove referred to against any amounts owing to the Purchaser or any Affected Party by the Seller, the Guaranto...
Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans and Letter of Credit Liabilities. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation.
Set-Offs. Buyer shall have the right at any time to set off any amount owing from Seller to Buyer, or Buyer's subsidiaries or affiliates, against any amount due and owing to Seller or any of Seller's subsidiaries or affiliates, pursuant to this Purchase Order or any other contractual agreement between Buyer and Seller or their respective subsidiaries or affiliates.
