Setoff Rights. During the continuance of any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances held by such Lender or any of such Lender’s Affiliates at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (b) other property at any time held or owing by such Lender to or for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Share of the Obligations. Each Borrower agrees, to the fullest extent permitted by law, that any Lender and any of such Lender’s Affiliates may exercise its right to set off with respect to the Obligations as provided in this Section 10.6.
Setoff Rights. Neither Party shall have any right of setoff of any amounts due and payable, or any Liabilities arising, under this Agreement against any other amounts due and payable under this Agreement or any amounts due and payable, or any Liabilities arising, under any Ancillary Agreement. The payment obligations under each of this Agreement and the Ancillary Agreements remain independent obligations of each Party, irrespective of any amounts owed to any other Party under this Agreement or the respective Ancillary Agreements.
Setoff Rights. To the extent permitted by law, we may exert any setoff rights we may have if you are in default.
Setoff Rights. During the continuance of any Event of Default, each Lender is hereby authorized by each Credit Party at any time or from time to time, with reasonably prompt subsequent notice to such Credit Party (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances held by such Lender or any of such Lender’s Affiliates at any of its offices for the account of such Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to such Credit Party or its Subsidiaries), and (b) other property at any time held or owing by such Lender to or for the credit or for the account of such Credit Party or any of its Subsidiaries, against and on account of any of the Obligations (other than inchoate indemnification obligations for which no claim has yet been made); except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Share of the Obligations. Each Credit Party agrees, to the fullest extent permitted by law, that any Lender and any of such Xxxxxx’s Affiliates may exercise its right to set off with respect to the Obligations as provided in this Section 10.6.
Setoff Rights. The Servicers shall have the right, at any time and without notice, to charge back to Merchant, and deduct, withdraw or set-off from payments due Merchant from Card transactions, or from the Settlement Account, the Reserve Account, any other account or amounts due Merchant the full amount of any Transactions designated by the Servicers or a Card Association or which fails to meet the requirements of this Agreement.
Setoff Rights. Without limiting any other rights or remedies of Buyer, Buyer shall have the right, without prior notice to Seller, and any such notice being expressly waived by Seller 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 obligation (including to return excess margin), credits, indebtedness, claims, securities, collateral or other property, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Buyer or any Affiliate thereof to or for the credit of the account of Seller to any obligations of Seller hereunder to Buyer. If a sum or obligation is unascertained, Buyer may estimate that obligation and set off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. This Section 26 shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).
Setoff Rights. (a) Each Designated GM Domestic Entity hereby acknowledges, understands, and agrees that (i) until the earlier of (A) the date on which the Unsecured Exposures shall have been secured by a lien in favor of the applicable GMAC Entities on assets of the GM Domestic Entities pursuant to Section 5 and (B) the first date occurring on or after December 30, 2010 on which no Measured Exposure exceeds the applicable Cap, as set forth in Section 4 below (the earlier of (A) and (B), the “Setoff Rights Reduction Date”), GMAC and each other GMAC Entity (acting on its own or through GMAC on behalf of itself and each other GMAC Entity) is entitled to setoff from time to time any or all Specified GMAC Obligations against any or all CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission Specified GM Obligations and (ii) from and after the Setoff Rights Reduction Date, GMAC and each other GMAC Entity (acting on its own or through GMAC on behalf of itself and each other GMAC Entity) is entitled to setoff from time to time any or all Known Specified GMAC Obligations against any or all Known Specified GM Obligations.
(b) If, at any time prior to the Setoff Rights Reduction Date, GMAC asserts in good faith that any Specified GM Obligation is owing or payable by any Designated GM Domestic Entity but the amount of that Specified GM Obligation is unliquidated or otherwise unascertained at any time, the GMAC Entities (or GMAC on behalf of itself and each other GMAC Entity) may, acting in a commercially reasonable manner, estimate the amount thereof and setoff such estimated amount, subject to accounting to the Designated GM Domestic Entities no later than 5 business days after the amount is liquidated or otherwise ascertained.
(c) Each GMAC Entity hereby acknowledges, understands, and agrees that GM and each other Designated GM Domestic Entity (acting on its own or through GM on behalf of itself and each other Designated GM Domestic Entity) is entitled to setoff from time to time any or all Known Specified GM Obligations against any or all Known Specified GMAC Obligations.
(d) The foregoing rights of setoff are in addition to, and not in limitation of, any other right or remedy available to any of the Designated GM Domestic Entities and the GMAC Entities (including any right of setoff, offset, recoupment, combination of accounts, deduc...
Setoff Rights. Without limiting any other rights or remedies of Buyer, Buyer shall have the right, without prior notice to Guarantor, and any such notice being expressly waived by 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 obligation (including to return excess margin), credits, indebtedness, claims, securities, collateral or other property, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Buyer or any Affiliate of Buyer to or for the credit of the account of Seller, Guarantor or any Subsidiary of Guarantor to any obligations of Guarantor hereunder to Buyer. This Section 1.11 shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).
Setoff Rights. During the continuance of any Event of Default, each Lender is hereby authorized by each Credit Party at any time or from time to time, with reasonably prompt subsequent notice to the Funds Administrator (any prior or contemporaneous notice being hereby expressly waived by the Credit Parties) to set off and to appropriate and to apply any and all (A) balances held by such Lender at any of its offices for the account of any Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to such Credit Party or its Subsidiaries), and (B) other property at any time held or owing by such Lender to or for the credit or for the account of any Credit Party or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Share of the Obligations. Each Credit Party agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to the Obligations as provided in this Section 9.5.
Setoff Rights. During the continuance of any Event of Default, Lender is hereby authorized by Borrower at any time or from time to time, with reasonably prompt subsequent notice to Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances held by Lender or any of Lender’s Affiliates for the account of Borrower or any of its Subsidiaries (regardless of whether such balances are then due to Borrower or its Subsidiaries), and (b) other property at any time held or owing by Lender to or for the credit or for the account of Borrower or any of its Subsidiaries, against and on account of any of the Obligations.
