Common use of Setoff; No Deductions Clause in Contracts

Setoff; No Deductions. (a) Upon the occurrence and during the continuance of an Event of Default or the failure by Seller or Guarantor to timely perform all or any part of the Guaranteed Obligations in accordance with the Program Documents or this Guaranty, Agent may, without notice to Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply in accordance with the terms of the Program Documents toward the payment of all or any part of the Guaranteed Obligations (i) any indebtedness due or to become due from Agent to Guarantor, and (ii) any moneys, credits or other property belonging to Guarantor, at any time held by or coming into the possession of Agent or any of its affiliates. (b) Guarantor represents and warrants that it is organized and resides in the United States of America. Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless Guarantor is compelled by law to make such deduction or withholding

Setoff; No Deductions. (a) Upon the occurrence and during the continuance of an Event of Default or the failure by Seller or Guarantor to timely perform At any time after all or any part of the Guaranteed Obligations in accordance with have become due and payable (by acceleration or otherwise), the Program Documents or this Guaranty, Agent may, without notice to Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply in accordance with the terms of the Program Documents toward the payment of all or any part of the Guaranteed Obligations (i) any indebtedness due or to become due from the Agent to Guarantor, and (ii) any moneys, credits or other property belonging to Guarantor, at any time held by or coming into the possession of the Agent or any of its affiliates. (b) Guarantor represents and warrants that it is organized and resides resident in the United States of America. Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless Guarantor is compelled by law to make such deduction or withholding, in which case Guarantor shall pay such additional amount as may be required so that each of the Purchaser and Agent receives in the aggregate a net amount equal to the amount they would have received under this Guaranty as if no such deduction or withholding had been made.

Setoff; No Deductions. (a) Upon the occurrence and during the continuance of an Event of Default or the failure by Seller or Guarantor to timely perform At any time after all or any part of the Guaranteed Obligations in accordance with have become due and payable (by acceleration or otherwise), the Program Documents or this Guaranty, Agent may, without notice to Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply in accordance with the terms of the Program Documents toward the payment of all or any part of the Guaranteed Obligations (i) any indebtedness due or to become due from the Agent to Guarantor, and (ii) any moneys, credits or other property belonging to Guarantor, at any time held by or coming into the possession of the Agent or any of its affiliates. (b) Guarantor represents and warrants that it is organized and resides resident in the United States of America. Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless Guarantor is compelled by law to make such deduction or withholding, in which case Guarantor shall pay such additional amount as may be required so that Purchaser receives a net amount equal to the amount it would have received under this Guaranty as if no such deduction or withholding had been made.