Common use of No Right of Set-Off Clause in Contracts

No Right of Set-Off. Purchaser, for itself and its successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser or any of its successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser pursuant to this Agreement or any other document or instrument delivered by Purchaser in connection herewith.

Appears in 6 contracts

Samples: Stock Purchase Agreement (CMS Energy Corp), Securities Purchase Agreement (CMS Energy Corp), Purchase Agreement (Uil Holdings Corp)

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No Right of Set-Off. Purchaser, for itself on its own behalf and on behalf the Purchaser Group and its and their respective successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, recoupment or similar rights that such Purchaser, any member of the Purchaser Group or any of its or their respective successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser pursuant to this Agreement or any other document or instrument delivered by Purchaser in connection herewith.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Saia Inc), Asset Purchase Agreement (Rite Aid Corp), Asset Purchase Agreement (Rite Aid Corp)

No Right of Set-Off. PurchaserBuyer, for itself on its own behalf and on behalf of the Buyer Party Members and its and their respective successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser Buyer, any Buyer Party Member or any of its or their respective successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser Buyer pursuant to this Agreement, any Related Agreement or any other document or instrument delivered by Purchaser Buyer in connection herewith.

Appears in 3 contracts

Samples: Asset Purchase Agreement (RTW Retailwinds, Inc.), Asset Purchase Agreement (RTW Retailwinds, Inc.), Asset Purchase Agreement

No Right of Set-Off. Purchaser, Purchaser for itself and for its Subsidiaries, Affiliates, successors and permitted assigns, assigns hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser or any of its Subsidiaries, Affiliates, successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by the Purchaser pursuant to this Agreement or any other document or instrument delivered by Purchaser in connection herewith.

Appears in 3 contracts

Samples: Purchase Agreement (Oneok Inc /New/), Purchase Agreement (Southern Union Co), Purchase Agreement (Southern Union Co)

No Right of Set-Off. PurchaserBuyer, for itself and for its Affiliates, successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, recoupment or similar rights that such Purchaser Buyer or any of its Affiliates, successors and permitted assigns has or may have with respect to the any payment of the Purchase Price or any other payments to be made by Purchaser Buyer pursuant to this Agreement or any agreement, certificate, instrument or other document or instrument executed and delivered by Purchaser Buyer in connection herewith.

Appears in 3 contracts

Samples: Equity Purchase Agreement (RMR Group Inc.), Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Equity Purchase Agreement (Americold Realty Trust)

No Right of Set-Off. Purchaser, for itself on its own behalf and on behalf the Purchaser Group and its and their respective successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser, any member of the Purchaser Group or any of its or their respective successors and permitted assigns has or may have with respect to the payment of the Purchase Price Cash Payment or any other payments to be made by Purchaser pursuant to this Agreement or any other document or instrument delivered by Purchaser in connection herewith.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Pier 1 Imports Inc/De), Asset Purchase Agreement, Asset Purchase Agreement

No Right of Set-Off. PurchaserBuyer, for itself on its own behalf and its successors and permitted assignson behalf of the Buyer Group, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser or any member of its successors and permitted assigns the Buyer Group has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser Buyer pursuant to this Agreement or any other document or instrument delivered by Purchaser Buyer in connection herewith.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Leggett & Platt Inc), Share Purchase Agreement (Parker Hannifin Corp)

No Right of Set-Off. PurchaserEach of the Buyer and the Seller, for itself and for its Affiliates, successors and permitted assigns, assigns hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser the Buyer or the Seller (or any of its their respective Affiliates, successors and permitted assigns assigns) has or may have with respect to the payment of payments under the Purchase Price or Ancillary Agreements, any other payments to be made by Purchaser pursuant to this Agreement or any other document or instrument delivered by Purchaser in connection herewithherewith or otherwise.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hologic Inc), Asset Purchase Agreement (Grifols SA)

No Right of Set-Off. Purchaser, The Buyer for itself and its for the Buyer Indemnified Parties and their successors and permitted assigns, assigns hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser the Buyer or any of its successors and permitted assigns such Persons has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser the Buyer pursuant to this Agreement, any Ancillary Agreement or any other document or instrument delivered by Purchaser the Buyer in connection herewith.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (ASGN Inc), Stock and Asset Purchase Agreement (Eaton Corp PLC)

No Right of Set-Off. Purchaser, Purchaser for itself and for its Subsidiaries, Affiliates, successors and permitted assigns, assigns hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser or any of its Subsidiaries, Affiliates, successors and permitted or assigns has or may have with respect to the payment of the Purchase Price to Seller or any other payments to be made by Purchaser to Seller pursuant to this Agreement or any other document or instrument delivered by Purchaser to Seller in connection herewith.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Enron Corp/Or/), Stock Purchase Agreement (Enron Corp/Or/)

No Right of Set-Off. Purchaser, for itself on its own behalf and on behalf of its affiliates and its and their respective successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser Purchaser, any of its affiliates or any of its or their respective successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser pursuant to this Agreement or any other document or instrument delivered by Purchaser in connection herewith.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (LivaNova PLC), Stock and Asset Purchase Agreement (LivaNova PLC)

No Right of Set-Off. Each Purchaser, for itself on its own behalf and on behalf of its Purchaser Group and its and their respective successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser, any member of such Purchaser Group or any of its or their respective successors and permitted assigns has or may have with respect to the payment of the Purchase Price Final OpCo-Company Closing Date Payment or any other payments to be made by such Purchaser to Sellers pursuant to this Agreement or any other document or instrument delivered by Purchaser in connection herewithAgreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (J C Penney Co Inc)

No Right of Set-Off. PurchaserBuyer, for itself and for its Affiliates, successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser Buyer or any of its Affiliates, successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser Buyer pursuant to this Agreement or any other document or instrument delivered by Purchaser Buyer in connection herewith.

Appears in 1 contract

Samples: Asset Assignment and Purchase Agreement (Avid Bioservices, Inc.)

No Right of Set-Off. PurchaserBuyer, for itself and its successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser Buyer or any of its successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser Buyer pursuant to this Agreement or any other document or instrument delivered by Purchaser Buyer in connection herewith.

Appears in 1 contract

Samples: Stock and Note Purchase Agreement (Mirant Corp)

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No Right of Set-Off. PurchaserBuyer, for itself on its own behalf and on behalf of its respective successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, recoupment or similar rights that such Purchaser Buyer or any of its or respective successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser Buyer pursuant to this Agreement or any other document or instrument delivered by Purchaser Buyer in connection herewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sientra, Inc.)

No Right of Set-Off. PurchaserBuyer, for itself on its own behalf and on behalf of Buyer Group and its and their respective successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser Buyer, any member of Buyer Group or any of its or their respective successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser Buyer pursuant to this Agreement or any other document or instrument delivered by Purchaser Buyer in connection herewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Priority Technology Holdings, Inc.)

No Right of Set-Off. PurchaserThe Buyer, for itself and its successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser the Buyer or any of its successors and permitted assigns has or may have with respect to the payment of the Purchase Price Closing Cash Proceeds or any other payments to be made by Purchaser the Buyer pursuant to this Agreement or any other document or instrument delivered by Purchaser the Buyer in connection herewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arcosa, Inc.)

No Right of Set-Off. Each of Sellers and Purchaser, for itself and its successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser Sellers or Purchaser, as the case may be, or any of its successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser pursuant to this Agreement or any other document or instrument delivered by Purchaser Sellers or Purchaser, as the case may be, in connection herewith.

Appears in 1 contract

Samples: Purchase Agreement (Brookfield Infrastructure Partners L.P.)

No Right of Set-Off. PurchaserThe Buyer, for itself and its successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser the Buyer or any of its successors and permitted assigns has or may have with respect to the payment of the Final Purchase Price or any other payments to be made by Purchaser the Buyer pursuant to this Agreement or any other document or instrument delivered by Purchaser the Buyer in connection herewith.

Appears in 1 contract

Samples: Transaction Agreement (Affordable Residential Communities Inc)

No Right of Set-Off. Purchaser, for itself on its own behalf and on behalf of the other members of Purchaser Group and its and their respective successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, recoupment or similar rights that such Purchaser, any other member of the Purchaser Group or any of its or their respective successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser pursuant to this Agreement or any other document or instrument delivered by Purchaser in connection herewith.

Appears in 1 contract

Samples: Investment Agreement (American Shared Hospital Services)

No Right of Set-Off. PurchaserThe Buyers, for itself themselves and its for their Affiliates, successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, recoupment or similar rights that such Purchaser the Buyers or any of its their Affiliates, successors and permitted assigns has or may have with respect to the any payment of the Purchase Price or any other payments to be made by Purchaser the Buyers pursuant to this Agreement or any agreement, certificate, instrument or other document or instrument executed and delivered by Purchaser any Buyer in connection herewith.

Appears in 1 contract

Samples: Transaction Agreement (Americold Realty Trust)

No Right of Set-Off. PurchaserThe Buyer, for itself and its successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment, recoupment or similar rights that such Purchaser the Buyer or any of its successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser the Buyer pursuant to this Agreement or any other document or instrument delivered by Purchaser the Buyer in connection herewith.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Covanta Holding Corp)

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