No Off-Set Clause Samples
The No Off-Set clause prohibits either party from reducing or withholding payments owed under the contract by claiming a set-off against amounts they believe are due from the other party. In practice, this means that if one party believes they are owed money for a separate issue, they must still fulfill their payment obligations in full and pursue any claims separately, rather than deducting the disputed amount from what they owe. This clause ensures that payment obligations are met as agreed, preventing unilateral deductions and reducing disputes over payment calculations.
No Off-Set. All Rents shall be paid by Lessee irrespective of any off-set, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, the manufacturer or Supplier of the Equipment or any other party.
No Off-Set. All sums payable by the Trustor shall be paid without counterclaim, other compulsory counterclaims, set-off, or deduction and without abatement, suspension, deferment, diminution or reduction, and the Obligations shall in no way be released, discharged or otherwise affected (except as expressly provided herein or in the Credit Agreement) by reason of: (i) any damage or any condemnation of the Trust Property or any part thereof; (ii) any title defect or encumbrance or any eviction from the Trust Property or any part thereof by title paramount or otherwise; or (iii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Beneficiary or the Trustor, or any action taken with respect to this Deed of Trust by any agent or receiver of the Beneficiary. The Trustor waives, to the extent permitted by law, all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any of the Obligations.
No Off-Set. Customer shall not set-off any amount owed or alleged to be owed by Provider to Customer against any other payments due to Provider.
No Off-Set. For the avoidance of doubt, subject to Section 8.9 below, there is no reduction or off-set of royalties for other payments under this Agreement, such as up-front payments, research funding, milestone payment or reimbursement payments.
No Off-Set. No amounts paid to or on behalf of Executive under any plan or arrangement in accordance with paragraphs 4(c), (d), (e), (f), (g) and (h) shall be deemed to be paid in lieu of other compensation to which Executive is entitled to receive or benefit from under this Agreement.
No Off-Set. All payments of Rent, Late Fees or other amounts due under this Lease shall be made without deduction, set off, discount, or abatement in lawful money of the United States.
No Off-Set. Except as otherwise expressly provided in this Agreement, Buyer shall timely pay the full amount of the Fees and shall not set-off, counterclaim or otherwise withhold any amount owed to Seller under this Agreement on account of any obligation owed by Seller to Buyer under this Agreement, the Asset Purchase Agreement or any Ancillary Agreement without the written consent of Seller. To the extent Buyer is required to deduct and withhold any amounts in respect of Taxes of Seller from any amounts payable pursuant to this Agreement under any provision of U.S. federal, state, local or foreign Tax Law, the sum payable by Buyer shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.4) Seller receives an amount equal to the sum it would have received had no such deduction or withholding been made and Buyer shall indemnify and hold harmless Seller on an after tax basis, with respect thereto. Any Party that deducts and withholds amounts pursuant to this Section 2.4 shall, upon the request of the other Party, provide reasonable documentary evidence of the timely and proper remittance of such amounts.
No Off-Set. Notwithstanding the exercise of step-in rights hereunder by CL&P, UI shall bear all costs and risks associated with the ownership, operation and maintenance of the UI Assets. Without limiting the generality of the foregoing, amounts paid to CL&P under this Article 4 shall not diminish or otherwise affect in any manner whatsoever UI's responsibility to fully pay CL&P for all other Costs incurred by CL&P in connection with the exercise and/or attempted exercise of its rights hereunder.
No Off-Set. All sums payable by the Mortgagor shall be paid without counterclaim, other compulsory counterclaims, set-off, or deduction and without abatement, suspension, deferment, diminution or reduction, and the Obligations shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (a) any damage or any condemnation of the Mortgaged Property or any part thereof; (b) any title defect or encumbrance or any eviction from the Mortgaged Property or any part thereof by title paramount or otherwise; or (c) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Mortgagee or the Mortgagor, or any action taken with respect to this Mortgage by any agent or receiver of the Mortgagee. The Mortgagor waives, to the extent permitted by law, all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any of the Obligations.
No Off-Set. Basic Rent shall be paid to the Landlord without deduction or off-set of any kind, and in advance and without demand (except as otherwise herein expressly provided) in lawful money of the United States at 1▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇▇-▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ or such other location or to such other person as Landlord may from time to time designate in writing.