No Set-Off, Counterclaim, etc. The Manager’s obligation under this Agreement to transfer to or to deposit any amount to the Trust Account shall (subject to the withholding of the Management Fee as contemplated by Section 5.2.1 hereof) be absolute and unconditional and all payments thereof shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim or any circumstance, recoupment, defense or other right which the Manager may have against the Owner or any other Person for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including without limitation, (i) any defect in title, condition, design or fitness for use, of, or any damage to or loss or destruction of, any Managed Container, (ii) any insolvency, bankruptcy, moratorium, reorganization or similar proceeding by or against the Manager or any other Person, or (iii) any other circumstance, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing.
Appears in 4 contracts
Samples: Management Agreement (TAL International Group, Inc.), Management Agreement (TAL International Group, Inc.), Management Agreement (TAL International Group, Inc.)
No Set-Off, Counterclaim, etc. The Manager’s obligation obligations under this Agreement and the other Related Documents to transfer to or to deposit any amount make deposits to the Trust Lockbox Account shall (subject to the withholding of the Management Fee as contemplated by Section 5.2.1 hereof) be absolute and unconditional and all payments thereof shall be made free and clear of and without any deduction for or on account of any set-off (except to the extent expressly set forth herein) or counterclaim or any circumstance, recoupment, defense or other right which the Manager may have against the Owner Issuer or any other Person for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including including, without limitation, (i) any defect in title, condition, design or fitness for use, use of, or any damage to or loss or destruction of, any Managed ContainerCompressor, (ii) any insolvency, bankruptcy, moratorium, reorganization or similar proceeding by or against the Manager or any other Person, or (iii) any other circumstance, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing.
Appears in 3 contracts
Samples: Management Agreement (Exterran Partners, L.P.), Management Agreement (Exterran Partners, L.P.), Management Agreement (Exterran Holdings Inc.)
No Set-Off, Counterclaim, etc. The Manager’s 's obligation under this Agreement to transfer to or to deposit any amount to the Trust Account shall (subject to the withholding of the Management Fee as contemplated by Section 5.2.1 hereof) be absolute and unconditional and all payments thereof shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim or any circumstance, recoupment, defense or other right which the Manager may have against the Owner or any other Person for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including without limitation, (i) any defect in title, condition, design or fitness for use, of, or any damage to or loss or destruction of, any Managed Container, (ii) any insolvency, bankruptcy, moratorium, reorganization or similar proceeding by or against the Manager or any other Person, or (iii) any other circumstance, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing.
Appears in 2 contracts
Samples: Management Agreement (TAL International Group, Inc.), Management Agreement (TAL International Group, Inc.)
No Set-Off, Counterclaim, etc. The Manager’s obligation 's obligations under this Agreement and the other Related Documents to transfer to or to deposit any amount make deposits to the Trust Head Lessee Collection Account shall (subject to the withholding of the Management Fee as contemplated by Section 5.2.1 hereof) be absolute and unconditional and all payments thereof shall be made free and clear of and without any deduction for or on account of any set-off (except to the extent expressly set forth herein) or counterclaim or any circumstance, recoupment, defense or other right which the Manager may have against the Owner or any other Person for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including without limitation, (i) any defect in title, condition, design or fitness for use, use of, or any damage to or loss or destruction of, any Managed ContainerCompressor, (ii) any insolvency, bankruptcy, moratorium, reorganization or similar proceeding by or against the Manager or any other Person, or (iii) any other circumstance, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing.
Appears in 1 contract
Samples: Management Agreement (BRL Universal Equipment Corp)
No Set-Off, Counterclaim, etc. The Manager’s obligation obligations under this Agreement and the other Related Documents to transfer to or to deposit any amount make deposits to the Trust Lockbox Account shall (subject to the withholding of the Management Fee as contemplated by Section 5.2.1 hereof) be absolute and unconditional and all payments thereof shall be made free and clear of and without any deduction for or on account of any set-off (except to the extent expressly set forth herein) or counterclaim or any circumstance, recoupment, defense or other right which the Manager may have against the Owner Issuer or any other Person for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including without limitation, (i) any defect in title, condition, design or fitness for use, use of, or any damage to or loss or destruction of, any Managed ContainerCompressor, (ii) any insolvency, bankruptcy, moratorium, reorganization or similar proceeding by or against the Manager or any other Person, or (iii) any other circumstance, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing.
Appears in 1 contract
Samples: Management Agreement (Universal Compression Holdings Inc)
No Set-Off, Counterclaim, etc. The Manager’s obligation 's obligations under this Agreement and the other Related Documents to transfer to or to deposit any amount make deposits to the Trust Lockbox Account shall (subject to the withholding of the Management Fee as contemplated by Section 5.2.1 hereof) be absolute and unconditional and all payments thereof shall be made free and clear of and without any deduction for or on account of any set-off (except to the extent expressly set forth herein) or counterclaim or any circumstance, recoupment, defense or other right which the Manager may have against the any Owner or any other Person for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including without limitation, (i) any defect in title, condition, design or fitness for use, use of, or any damage to or loss or destruction of, any Managed ContainerCompressor, (ii) any insolvency, bankruptcy, moratorium, reorganization or similar proceeding by or against the Manager or any other Person, or (iii) any other circumstance, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing.
Appears in 1 contract
