Waiver of Offsets/Defenses/Counterclaims Sample Clauses

Waiver of Offsets/Defenses/Counterclaims. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents or otherwise to offset any obligations to make the payments required by the Loan Documents. No failure by Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which Borrower is obligated to make under any of the Loan Documents.
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Waiver of Offsets/Defenses/Counterclaims. Borrower hereby waives the right to assert a counterclaim in any action or proceeding brought against it by Lender or its agents or otherwise to offset any obligations to make the payments to Lender as required by the Loan Documents, except to the extent expressly provided hereunder. No failure by Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which Borrower is obligated to make to Lender under any of the Loan Documents. The Obligations of Borrower to Lender under this Agreement and the other Loan Documents shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against any Participant by reason of such Participant’s failure to perform its obligations under this Agreement, including, without limitation, the failure of any Participant to fund any Advance.
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Waiver of Offsets/Defenses/Counterclaims. Borrower hereby waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents or otherwise to offset any obligations to make the payments required by the Loan Documents or the Environmental Indemnity. No failure by Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which Borrower is obligated to make under any of the Loan Documents or the Environmental Indemnity. No single or partial exercise by Lender, or delay or omission in the exercise by Lender, of any right or remedy under the Loan Documents shall preclude, waive or limit the exercise of any other right or remedy. Lender shall at all times have the right to proceed against any portion of, or interest in, the Property without waiving any other rights or remedies with respect to any other portion of the Property. No right or remedy under any of the Loan Documents is intended to be exclusive of any other right or remedy but shall be cumulative and may be exercised concurrently with or independently from any other right and remedy under any of the Loan Documents or under applicable law.
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Waiver of Offsets/Defenses/Counterclaims. Each Borrower hereby waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by the Agent, the Lender or their respective agents or otherwise to offset any Obligations under the Loan Documents. No failure by the Agent or the Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which such Borrower is obligated to make under any of the Loan Documents. Without limiting any other provisions contained herein, each Borrower hereby unconditionally and irrevocably waives, to the maximum extent not prohibited by law, any right and all rights it may have to claim or recover against the Agent or the Lender in any legal action or proceeding any special, exemplary, punitive or consequential damages.
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Waiver of Offsets/Defenses/Counterclaims. Each Borrower and each Security Guarantor hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Agent or Lender or their respective agents or otherwise to offset any obligations to make the payments required by the Loan Documents. No failure by Agent or Lender to perform any of their respective obligations hereunder shall be a valid defense to, or result in any offset against, any payments which Borrower and/or Security Guarantor is obligated to make under any of the Loan Documents.
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Waiver of Offsets/Defenses/Counterclaims. Each Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Mezzanine Lender or its agents or otherwise to offset any obligations to make the payments required by the Mezzanine Loan Documents. No failure by Mezzanine Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which Borrowers (or any of them) are obligated to make under any of the Mezzanine Loan Documents.
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Waiver of Offsets/Defenses/Counterclaims. Nothing contained in this Agreement and no act done or omitted by Lender pursuant to the power and rights granted to Lender hereunder shall be deemed to be a waiver by Lender of its rights and remedies under this Agreement, the Note, or the other Loan Documents and this Agreement is made and accepted without prejudice to any of the rights and remedies possessed by Lender under the terms thereof. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents or otherwise to offset any obligations to make the payments required by the Loan Documents. No failure by Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which Borrower is obligated to make under any of the Loan Documents.
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Waiver of Offsets/Defenses/Counterclaims. Indemnitor hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Administrative Agent and/or the Lenders to offset any obligations to make the payments required by the Loan Documents. No failure by Administrative Agent to perform any of its obligations hereunder will be a valid defense to, or result in any offset against, any payments which Indemnitor is obligated to make under any of the Loan Documents. No action or proceeding brought or instituted under this Agreement and no recovery made as a result thereof will be a bar or defense to any further action or proceeding under this Agreement.
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Related to Waiver of Offsets/Defenses/Counterclaims

  • Offsets, Counterclaims and Defenses Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

  • Counterclaims If Landlord commences any summary proceeding or action for nonpayment of Rent or to recover possession of the Premises, Tenant shall not interpose any counterclaim of any nature or description in any such proceeding or action, unless Tenant’s failure to interpose such counterclaim in such proceeding or action would result in the waiver of Tenant’s right to bring such claim in a separate proceeding under applicable law.

  • SETOFFS AND COUNTERCLAIMS Without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which Counterparty or any other affiliate of Guarantor is or may be entitled to arising from or out of the Contract or otherwise, except for defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of Counterparty.

  • Waiver of Counterclaims Each Borrower and Guarantor waives all rights to interpose any claims, deductions, setoffs or counterclaims of any nature (other then compulsory counterclaims) in any action or proceeding with respect to this Agreement, the Obligations, the Collateral or any matter arising therefrom or relating hereto or thereto.

  • Waiver of Setoffs The Indenture Trustee hereby expressly waives any and all rights of setoff that the Indenture Trustee may otherwise at any time have under applicable law with respect to any Trust Account and agrees that amounts in the Trust Accounts shall at all times be held and applied solely in accordance with the provisions hereof and of the other Basic Documents.

  • Setoffs Except as otherwise expressly provided for in the Plan or in any court order, each Debtor, pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed to by the Holder of a Claim, may set off against any Allowed Claim and the distributions to be made pursuant to the Plan on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim), any claims, rights, and Causes of Action of any nature that such Debtor may hold against the Holder of such Allowed Claim, to the extent such claims, rights, or Causes of Action against such Holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided that neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such Debtor of any such claims, rights, and Causes of Action that such Debtor may possess against such Holder. In no event shall any Holder of Claims be entitled to setoff any Claim against any claim, right, or Cause of Action of any of the Debtors unless such Holder has timely Filed a Proof of Claim with the Bankruptcy Court preserving such setoff.

  • Defenses The Reinsurer accepts, reinsures and assumes the Reinsured Risks subject to any and all defenses, set-offs and counterclaims to which the Ceding Company would be entitled with respect to the Reinsured Risks, it being expressly understood and agreed to by the Parties hereto that no such defenses, set-offs, or counterclaims are or shall be waived by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and that the Reinsurer is and shall be fully subrogated in and to all such defenses, set-offs and counterclaims.

  • No Setoffs or Counterclaims Make payments hereunder and under the other Loan Documents by or on behalf of Borrower without setoff or counterclaim and free and clear of, and without deduction or withholding for or on account of, any federal, state, or local taxes.

  • 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).

  • Waiver of Counterclaim Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

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