No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 35 contracts
Samples: Separation and Distribution Agreement (Varian Medical Systems Inc), Separation and Distribution Agreement (Arconic Rolled Products Corp), Separation and Distribution Agreement (Varex Imaging Corp)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 17 contracts
Samples: Separation Agreement (Southwest Gas Holdings, Inc.), Separation Agreement (Centuri Holdings, Inc.), Separation and Distribution Agreement (Frontdoor, Inc.)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; , or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 17 contracts
Samples: Separation and Distribution Agreement (BBX Capital Florida LLC), Master Distribution Agreement (Taronis Fuels, Inc.), Separation and Distribution Agreement (BBX Capital Florida LLC)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group its Subsidiaries shall have any right of set-set off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group Subsidiaries arising out of this Agreement or any Ancillary Agreement.
Appears in 14 contracts
Samples: Separation and Distribution Agreement (Aptevo Therapeutics Inc.), Separation and Distribution Agreement (Quorum Health Corp), Separation and Distribution Agreement (Baxalta Inc)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 12 contracts
Samples: Separation and Distribution Agreement (Rayonier Advanced Materials Inc.), Separation and Distribution Agreement (Atlas Energy, L.P.), Separation and Distribution Agreement (Rayonier Inc)
No Set-Off. Except as expressly set forth in this Agreement or any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other either such Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 12 contracts
Samples: Separation and Distribution Agreement (Istar Inc.), Agreement and Plan of Merger (Istar Inc.), Separation, Distribution and Transition Services Agreement (Parkway, Inc.)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party none of the Parties nor any member of such Party’s Group their respective Groups shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party Parties or any member of its Group their respective Groups arising out of this Agreement or any Ancillary Agreement.
Appears in 10 contracts
Samples: Separation and Distribution Agreement (Aaron's SpinCo, Inc.), Separation and Distribution Agreement (Raytheon Technologies Corp), Separation and Distribution Agreement (Otis Worldwide Corp)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 8 contracts
Samples: Separation and Distribution Agreement (PayPal Holdings, Inc.), Separation and Distribution Agreement (Synnex Corp), Separation and Distribution Agreement (Ebay Inc)
No Set-Off. Except as expressly set forth in the Separation and Distribution Agreement or any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or the Separation and Distribution Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or the Separation and Distribution Agreement or any Ancillary Agreement.
Appears in 6 contracts
Samples: Trademark License Agreement (Varex Imaging Corp), Trademark License Agreement (Varian Medical Systems Inc), Intellectual Property Matters Agreement (Varian Medical Systems Inc)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither any Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other such Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 6 contracts
Samples: Contribution and Assignment Agreement (Vornado Realty Lp), Contribution and Assignment Agreement (JBG SMITH Properties), Separation and Distribution Agreement (JBG SMITH Properties)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other either such Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 6 contracts
Samples: Separation and Distribution Agreement (DDR Corp), Separation and Distribution Agreement (Urban Edge Properties), Separation and Distribution Agreement (Washington Prime Group Inc.)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; Agreement or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Sylvamo Corp), Separation and Distribution Agreement (International Paper Co /New/), Separation Agreement (Corebridge Financial, Inc.)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any other member of such Party’s Group group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any other member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (3m Co), Separation and Distribution Agreement (Solventum Corp), Separation and Distribution Agreement (3M Health Care Co)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to to: (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Vestis Corp), Separation and Distribution Agreement (Aramark), Separation and Distribution Agreement (Vestis Corp)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; Agreement or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (GXO Logistics, Inc.), Separation and Distribution Agreement (XPO Logistics, Inc.), Separation and Distribution Agreement (Rxo, LLC)
No Set-Off. Except as expressly set forth in the Business Combination Agreement, this Agreement, any other Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s its Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant amount required to be paid under this Agreement by such Party or any Ancillary Agreement; or (b) any other amounts claimed to be owed such member of its Group, on the one hand, to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreementsuch other Party’s Group, on the other hand.
Appears in 3 contracts
Samples: Employee Matters Agreement (Upjohn Inc), Employee Matters Agreement (Viatris Inc), Employee Matters Agreement (Upjohn Inc)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of pursuant to this Agreement or any Ancillary AgreementAgreement on account of any obligation owed by such other Party or any member of its Group to the first Party or any member of its Group.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Equitrans Midstream Corp), Separation and Distribution Agreement (EQT Corp), Separation and Distribution Agreement (Equitrans Midstream Corp)
No Set-Off. Except as expressly set forth in this Agreement or any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (MYnd Analytics, Inc.), Separation and Distribution Agreement (Telemynd, Inc.), Separation and Distribution Agreement (MYnd Analytics, Inc.)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such any Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; Agreement or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (NCR ATMCo, LLC), Separation and Distribution Agreement (NCR Corp), Separation and Distribution Agreement (NCR Atleos, LLC)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither no Party nor any and no other member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received payable pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other another Party or any other member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Yum China Holdings, Inc.), Separation and Distribution Agreement (Yum Brands Inc), Separation and Distribution Agreement (Yum China Holdings, Inc.)
No Set-Off. Except as expressly set forth in any Special Products Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group its Subsidiaries shall have any right of set-set off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Special Products Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group Subsidiaries arising out of this Agreement or any Special Products Ancillary Agreement.
Appears in 2 contracts
Samples: Special Products Master Agreement (AbbVie Inc.), Special Products Master Agreement (AbbVie Inc.)
No Set-Off. Except as expressly set forth provided to the contrary in this Agreement or in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received payable pursuant to this Agreement or any Ancillary Agreement; Agreement or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Phinia Inc.), Separation and Distribution Agreement (Phinia Inc.)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither no Party nor any member of such Party’s Group Group, as applicable, shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the any other Party or any member of its Group Group, as applicable, arising out of this Agreement or any Ancillary Agreement.
Appears in 2 contracts
Samples: Master Transaction Agreement (Bellring Brands, Inc.), Master Transaction Agreement (Bellring Brands, Inc.)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither no Party nor or any member of such Party’s Group (as applicable) shall have any right of set-off or other similar rights with respect to amounts owed to any other Party or any member of such Party’s Group (aas applicable) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) Agreement on account of any other amounts claimed to be obligation owed to the by such other Party or any member of its Group arising out of this Agreement (as applicable) to the first Party or any Ancillary Agreementmember of its Group (as applicable).
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Bluerock Homes Trust, Inc.), Separation and Distribution Agreement (Bluerock Homes Trust, Inc.)
No Set-Off. Except as expressly set forth in the Business Combination Agreement or any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s its Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant amount required to be paid under this Agreement or any Ancillary Agreement; Agreement by such Party or (b) any other amounts claimed to be owed such member of its Group, on the one hand, to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreementsuch other Party’s Group, on the other hand.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Pfizer Inc), Separation and Distribution Agreement (Mylan N.V.)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such any Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any other Ancillary Agreement; Agreement or the Separation Agreement or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any other Ancillary Agreement or the Separation Agreement.
Appears in 2 contracts
Samples: Tax Matters Agreement (NCR Corp), Tax Matters Agreement (NCR ATMCo, LLC)
No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group group shall have any right of set-off or other similar rights with respect to (a) any 66 amounts received pursuant to this Agreement or any Ancillary Agreement; Agreement or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.
Appears in 1 contract
