Waiver of Set-Off Rights. The Purchaser waives any and all rights of set off, counterclaim, deduction or retention against or in respect of any of its payment obligations under this agreement or any of the other Transaction Documents which it might otherwise have by virtue of any Claim.
Waiver of Set-Off Rights. Each Originator shall have waived its rights of set-off with respect to the Receivables.
Waiver of Set-Off Rights. The Disbursement Agent hereby acknowledges the Trustee's security interests as set forth above and under any other Collateral Documents and waives any security interest or other lien in the Collateral and further waives any right to set off the Collateral now or in the future against any indebtedness of the Issuer. The waivers set forth in this Section 2.9 are of rights which may exist now or hereafter in favor of the Disbursement Agent in its individual capacity, and not of any such rights which may exist now or hereafter in favor of the Disbursement Agent in its capacity as Disbursement Agent for the Trustee. Nothing in this Section 2.9 shall be construed as waiving, limiting or diminishing any rights of the Trustee vis-a-vis the Issuer.
Waiver of Set-Off Rights. The Disbursement Agent hereby acknowledges the Trustee’s security interest as set forth in this Agreement and the Pledge Agreement and waives any and all security interests, claims, encumbrances, liens and rights of set off which it may have in the Accounts or the Disbursed Funds Account or any funds or other assets credited thereto or deposited therein (including any and all rights of offset, deduction and lien), whether statutory or otherwise afforded by law, agreement or otherwise) and further waives any right to set-off said funds, assets or investments now or in the future against any indebtedness of the Issuers to the Disbursement Agent. The waivers set forth in this Section are of rights which may exist now or hereafter in favor of the Disbursement Agent in its individual capacity, and not of any such rights which may exist now or hereafter in favor of the Disbursement Agent in its capacity as agent for the Trustee. Nothing in this Section shall be construed as waiving, limiting or diminishing any rights of the Trustee or the Issuers against the Disbursement Agent or one another. Nothing in this Section shall constitute, or be deemed to constitute, a waiver or abridgement of the security interests, claims, encumbrances, liens and rights of set off held by the Trustee in the Accounts and the Disbursed Funds Account.
Waiver of Set-Off Rights. The Buyer shall have no right of set off, counterclaim, deduction, or retention against or in respect of any of its payment obligations under this Deed or any other Transaction Document, except that the Buyer may set-off the amount of any Settled Claims against the Earn-Out Consideration payable to the Relevant Warrantor.
Waiver of Set-Off Rights. The Disbursement Agent hereby acknowledges the Trustee's security interests as set forth above and under any other Collateral Documents and waives any security interest or other lien in the Collateral and further waives any right to set-off the Collateral now or in the future against any indebtedness of the Issuer. The waivers set forth in this SECTION 2.10 are of rights which may exist now or hereafter in favor of the Disbursement Agent in its individual capacity, and not of any such rights which may exist now or hereafter in favor of the Disbursement Agent in its capacity as Disbursement Agent for the Trustee. Nothing in this SECTION 2.10 shall be construed as waiving, limiting or diminishing any rights of the Trustee vis-a-vis the Issuer.
Waiver of Set-Off Rights. The Agent hereby absolutely and irrevocably waives any and all rights it may have, under applicable laws or otherwise, and agrees that it shall not exercise or assert any right (a) to set-off and appropriate and apply any amount of the Escrow Fund against or on account of any obligations or liabilities whatsoever of Parent or Purchaser or any Subsidiary of Parent or Purchaser owing (or to become due to, whether contingent or otherwise) to it or any claims of any nature it may have against Parent or Purchaser or any subsidiary of Parent or Purchaser or (b) to establish, create, maintain, perfect, enforce and foreclose on any lien, security interest or any other encumbrance whatsoever (collectively, "Liens"), including, without limitation, banker's liens and any other Liens arising by statute, operation of law or otherwise, on, against or in respect of any of the Escrow Fund.
Waiver of Set-Off Rights. The Principal maintains only deposit accounts in the United States separate from those of NNI and its Subsidiaries; such accounts are in its name only and such accounts are not consolidated with the accounts of any other Person. The primary account (other than collection and "lock-box" accounts maintained for the purpose of clearing payments and receipts prior to sweeping out the funds represented thereby and accounts related to the sale or securitization of accounts receivable) maintained in the United States by the Material Subsidiaries organized under the laws of any state in the United States for the consolidation of their deposit accounts in the United States is account number 00000000 (the "Citibank Account") at Citibank, N.A. ("Citibank") in the name of NNI. Such account is subject to the Deposit Account Control Agreement dated as of September 12, 2002 (the "Citibank Deposit Account Control Agreement") among NNI, the Collateral Agent and Citibank, a true and complete copy of which has been delivered to EDC.
Waiver of Set-Off Rights. The Disbursement Agent hereby acknowledges the Trustee’s security interest as set forth in this Agreement and the Pledge Agreement and waives any security interest or other lien in the Accounts or the Disbursed Funds Account or any funds or other assets credited thereto or deposited herein and further waives any right to set-off said funds, assets or investments now or in the future against any indebtedness of the Issuers to the Disbursement Agent. The waivers set forth in this Section are of rights which may exist now or hereafter in favor of the Disbursement Agent in its individual capacity, and not of any such rights which may exist now or hereafter in favor of the Disbursement Agent in its capacity as agent for the Trustee. Nothing in this Section shall be construed as waiving, limiting or diminishing any rights of the Trustee or the Issuers against the Disbursement Agent or one another.
Waiver of Set-Off Rights. The Agent hereby absolutely and irrevocably waives any and all rights it may have, under applicable laws or otherwise, and agrees that it shall not exercise or assert any right (a) to set-off and appropriate and apply any amounts on deposit from time to time in the Escrow Funds, including, without limitation, any and all interest, dividends, payments, earnings and other income realized pursuant to the investment and reinvestment of such amounts from time to time pursuant hereto (including, without limitation, any written, electronic or other evidence of such investments), and any other amounts owing or to be credited to the Escrow Funds (collectively, the "Deposited Interests") against, or on account of, any obligations or liabilities whatsoever of Global or Aris or any subsidiary of Global or Aris owing (or to become due to, whether contingent or otherwise) to it and any claims of any nature it may have against Global or Aris or any subsidiary of Global or Aris, in each case, whether arising under any existing agreements to which either Global or Aris may be party to with the Agent or otherwise, or (b) to establish, create, maintain, perfect, enforce and foreclose on any lien, security interest or any other encumbrance whatsoever (collectively, "Liens"), including, without limitation, banker's liens and any other Liens arising by statute, operation of law or otherwise, on, against or in respect of any of the Escrow Funds or the Deposited Interests.
