No set-off by the Seller. Neither Party shall be entitled to assert any rights of retention or rights of set- off or counterclaim against obligations under this Agreement unless such rights are undisputed or confirmed by non-appealable judgment.
No set-off by the Seller. Except as expressly envisaged in the Transaction Documents, all payments or deliveries to be made by the Seller under the Transaction Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
