Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lxxxxx, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note.
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset (except as set forth in Section 20 below), deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note. Notwithstanding the foregoing, any sale, assignment, hypothecation or other transfer of the Note or a portion of the Note where in return Lender receives consideration, the value of the consideration received by Lender will offset any amounts owed by Borrower as of the date the consideration is received by Lender.
Unconditional Obligation; No Offset. All payments shall be paid to Lender without set-off, counterclaim, deduction, defense suspension or deferment of any nature and without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by Borrower.
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note. Notwithstanding the foregoing, any sale of Purchase Shares (as defined in the Purchase Agreement) as per Section 8 of the Purchase Agreement shall be offset against the outstanding balance of this Note and/or the Prior Note (as defined in the Purchase Agreement).
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Xxxxxx, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note. In the event a “Change of Control” is contemplated with regard to the Borrower, Borrower shall be obligated to secure the written acknowledgement of Borrower’s obligations hereunder by any successor(s) prior to completion of such Change of Control. “Change of Control” shall mean a transaction or series of transactions in which the majority voting power of the Borrower is no longer held by the shareholder(s) that currently hold such voting power and/or a transaction or series of transactions where the Borrower disposes of all or substantially all of its assets to a third party(ies).
Unconditional Obligation; No Offset. Company acknowledges that this Pre-Paid Purchase is an unconditional, valid, binding and enforceable obligation of Company not subject to offset, deduction or counterclaim of any kind. Company hereby waives any rights of offset it now has or may have hereafter against Investor, its successors and assigns, and agrees to make the payments or Purchases called for herein in accordance with the terms of this Pre-Paid Purchase.
Unconditional Obligation; No Offset. Investor acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Investor not subject to offset, deduction or counterclaim of any kind (except as set forth in Section 4 above). Investor hereby waives any rights of offset it now has or may have hereafter against Company, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note.
