No Set-Off. Except as mutually agreed in writing by the Parties, no Party nor any of its Affiliates shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 9 contracts
Samples: Transition Services Agreement (Epic NewCo, Inc.), Transition Services Agreement (Frontdoor, Inc.), Transition Services Agreement (Vestis Corp)
No Set-Off. Except as otherwise mutually agreed to in writing by the Parties, no neither Party nor any of its Affiliates Subsidiaries shall have any right of set-set off or other similar rights with respect to (a) any amounts received pursuant to this Agreement Agreement; or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 8 contracts
Samples: Tax Matters Agreement (Knowles Corp), Tax Sharing Agreement (AbbVie Inc.), Tax Matters Agreement (DOVER Corp)
No Set-Off. Except as mutually agreed to in writing by the Parties, no neither Party nor any other member of its Affiliates 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 (b) any other amounts claimed to be owed to the other Party or any other member of its Subsidiaries Group arising out of this Agreement.
Appears in 7 contracts
Samples: Employee Matters Agreement (Maxeon Solar Technologies, Pte. Ltd.), Employee Matters Agreement (Maxeon Solar Technologies, Ltd.), Employee Matters Agreement (Cognyte Software Ltd.)
No Set-Off. Except as otherwise mutually agreed to in writing by the Parties, no neither Party nor any other member of its Affiliates 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 other Ancillary Agreement or (b) any other amounts claimed to be owed to the other Party or any member of its Subsidiaries Group arising out of this Agreement.
Appears in 6 contracts
Samples: Employee Matters Agreement (nVent Electric PLC), Employee Matters Agreement (Johnson Controls International PLC), Employee Matters Agreement (PENTAIR PLC)
No Set-Off. Except as mutually agreed to in writing by the Parties, no neither Party nor any member of its Affiliates 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 Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Subsidiaries Group arising out of this Agreement.
Appears in 6 contracts
Samples: Transition Manufacturing and Supply Agreement (ZimVie Inc.), Transition Manufacturing and Supply Agreement (ZimVie Inc.), Reverse Transition Manufacturing and Supply Agreement (Zimmer Biomet Holdings, Inc.)
No Set-Off. Except as expressly provided in this Agreement or as otherwise mutually agreed to in writing by the Parties, no neither Party nor any member of its Affiliates 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 (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 Subsidiaries arising out of this Agreementsuch other Party’s Group, on the other hand.
Appears in 4 contracts
Samples: Transition Services Agreement (Upjohn Inc), Transition Services Agreement (Viatris Inc), Transition Services Agreement (Upjohn Inc)
No Set-Off. Except as mutually agreed to in writing by the Parties, no Party nor or any of its Affiliates shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 4 contracts
Samples: Transition Services Agreement (GCP Applied Technologies Inc.), Transition Services Agreement (W R Grace & Co), Transition Services Agreement (GCP Applied Technologies Inc.)
No Set-Off. Except as mutually agreed in writing by the Parties, no Party nor any member of its Affiliates Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or (b) any other amounts claimed to be owed to the other Party or any of member of its Subsidiaries Group arising out of this Agreement.
Appears in 3 contracts
Samples: Transition Services Agreement (Aaron's Company, Inc.), Transition Services Agreement (Aaron's SpinCo, Inc.), Transition Services Agreement (Aaron's SpinCo, Inc.)
No Set-Off. Except as otherwise mutually agreed to in writing by the Parties, no neither Party nor any other member of its Affiliates 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 Agreement, or (b) any other amounts claimed to be owed to the other Party or any other member of its Subsidiaries Group arising out of this Agreement.
Appears in 3 contracts
Samples: Tax Matters Agreement (3m Co), Tax Matters Agreement (Solventum Corp), Tax Matters Agreement (Solventum Corp)
No Set-Off. Except as otherwise mutually agreed to in writing by the Parties, no Party none of the Parties nor any member of its Affiliates 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 Agreement; or (b) any other amounts claimed to be owed to the other Party Parties or any member of its Subsidiaries their respective Groups arising out of this Agreement.
Appears in 3 contracts
Samples: Tax Matters Agreement (Aaron's SpinCo, Inc.), Tax Matters Agreement (Aaron's SpinCo, Inc.), Tax Matters Agreement (Aaron's Company, Inc.)
No Set-Off. Except as mutually agreed in writing by the Parties, no Party nor any of its Affiliates shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.to
Appears in 3 contracts
Samples: Transition Services Agreement (RXO, Inc.), Transition Services Agreement (Rxo, LLC), Transition Services Agreement (Rxo, LLC)
No Set-Off. Except as expressly set forth in this Agreement or as otherwise mutually agreed to in writing by the Parties, no neither Party nor any member of its Affiliates 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 Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Subsidiaries Group arising out of this Agreement.
Appears in 3 contracts
Samples: Tax Matters Agreement (Encompass Health Corp), Tax Matters Agreement (Enhabit, Inc.), Tax Matters Agreement (Enhabit, Inc.)
No Set-Off. Except as otherwise mutually agreed to in writing by the Parties, no neither Party nor any of its Affiliates shall have any right of set-set off or other similar rights with respect to (a) any amounts received pursuant to this Agreement Agreement; or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries Affiliates arising out of this Agreement.
Appears in 3 contracts
Samples: Tax Matters Agreement (Apergy Corp), Tax Matters Agreement (DOVER Corp), Tax Matters Agreement (Apergy Corp)
No Set-Off. Except as mutually agreed to in writing by the PartiesXxxxxxx Controls and Adient, no Party nor or any of its Affiliates shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 3 contracts
Samples: Transition Services Agreement (Adient LTD), Transition Services Agreement (Adient PLC), Transition Services Agreement (Johnson Controls International PLC)
No Set-Off. Except as mutually agreed to in writing by the Parties, no neither Party nor any member of its Affiliates 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 Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Subsidiaries Group arising out of this Agreement.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Paramount Gold & Silver Corp.), Agreement and Plan of Merger (Coeur Mining, Inc.), Separation and Distribution Agreement (Paramount Gold Nevada Corp.)
No Set-Off. Except as mutually agreed in writing by the Parties, no Party nor any of its Affiliates No party shall have any right of to set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or (b) any other amounts claimed to be amount owed by it to the other Party party or an Affiliate thereof under this Agreement from any amount owed by such other party or one of its Subsidiaries arising out of Affiliates to the first party under this Agreement, another agreement or otherwise, without the prior written consent of the other party.
Appears in 2 contracts
Samples: Co Promotion Agreement (Osi Pharmaceuticals Inc), Co Promotion Agreement (Osi Pharmaceuticals Inc)
No Set-Off. Except as mutually agreed to in writing by the PartiesLINN and Xxxxx, no neither Party nor any of its Affiliates shall have any right of set-off or other similar rights with respect to (ai) any amounts received pursuant to this Agreement or (bii) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this AgreementAgreement or any other agreement between the Parties.
Appears in 2 contracts
Samples: Transition Services and Separation Agreement (Linn Energy, Inc.), Transition Services and Separation Agreement (Riviera Resources, LLC)
No Set-Off. Except as mutually agreed to in writing by the Parties, no neither Party nor any of its Affiliates Subsidiaries shall have any right of set-set off or other similar rights with respect to (a) any amounts received pursuant to this Agreement Agreement, or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 2 contracts
Samples: Operations Agreement (AbbVie Inc.), Operations Agreement (AbbVie Inc.)
No Set-Off. Except as set forth in any Transaction Document or as otherwise mutually agreed to in writing by the Parties, no neither Party nor any of its Affiliates 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 Transaction Document; or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this AgreementAgreement or any Transaction Document.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Organon & Co.), Separation and Distribution Agreement (Organon & Co.)
No Set-Off. Except as set forth in this Agreement or as otherwise mutually agreed to in writing by the Parties, no neither Party nor any of its Affiliates subsidiaries shall have any right of set-set off or other similar rights with respect to (a) any amounts received pursuant to this Agreement Agreement; or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries subsidiaries arising out of this Agreement.
Appears in 2 contracts
Samples: Tax Matters Agreement (Organon & Co.), Tax Matters Agreement (Organon & Co.)
No Set-Off. Except as expressly contemplated by this Agreement or mutually agreed to in writing by the Parties, no neither Party nor any of its Affiliates shall have any right of set-set off or other similar rights with respect to (a) any amounts received pursuant to this Agreement Agreement, or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries Affiliates arising out of this Agreement.
Appears in 2 contracts
Samples: Operations Agreement (AbbVie Inc.), Operations Agreement (AbbVie Inc.)
No Set-Off. Except as mutually agreed to in writing by the Parties, no neither Party nor any of its Affiliates shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement Agreement; or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 2 contracts
Samples: Transition Services Agreement (PayPal Holdings, Inc.), Transition Services Agreement (PayPal Holdings, Inc.)
No Set-Off. Except as mutually agreed to in writing by the Parties, no neither Party nor any of its Affiliates shall have any right of set-off off, recoupment, counterclaim, or other similar rights right with respect to (a) any amounts received payments made by the other Party to such Party pursuant to this Agreement or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 2 contracts
Samples: Program Agreement (Sunlight Financial Holdings Inc.), Loan Program Agreement (Sunlight Financial Holdings Inc.)
No Set-Off. Except as mutually agreed to in writing by the PartiesXxxxxx and AbbVie, no Party nor or any of its Affiliates shall have any right of set-set off or other similar rights with respect to (a) any amounts received pursuant to this Agreement Agreement; or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 2 contracts
Samples: Transition Services Agreement (AbbVie Inc.), Transition Services Agreement (AbbVie Inc.)
No Set-Off. Except as mutually agreed in writing by the Parties, no neither Party nor any of its Affiliates shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 2 contracts
Samples: Transition Services Agreement (Consensus Cloud Solutions, Inc.), Transition Services Agreement (Consensus Cloud Solutions, Inc.)
No Set-Off. Except as otherwise mutually agreed to in writing by the Parties, no Party nor or any member of its Affiliates 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 (b) on account of any other amounts claimed to be obligation owed to the by such other Party or any member of its Subsidiaries arising out Group (as applicable) to the first Party or any member of this Agreementits Group (as applicable).
Appears in 2 contracts
Samples: Tax Matters Agreement (Bluerock Homes Trust, Inc.), Tax Matters Agreement (Bluerock Homes Trust, Inc.)
No Set-Off. Except as mutually agreed to in writing by the PartiesParent and UpstreamCo, no Party nor or any of its Affiliates shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 2 contracts
Samples: Transition Services Agreement (Alcoa Corp), Transition Services Agreement (Alcoa Upstream Corp)
No Set-Off. Except as mutually agreed in writing by the Parties, no Party nor any of its Affiliates No party shall have any right of set-off or other similar rights with respect to (a) setoff of any amounts received pursuant to due and payable, or any liabilities arising, under this Agreement against any other amounts due and payable under this Agreement or (b) any other amounts claimed to be owed to the other Party or agreement among any of its Subsidiaries arising out of this Agreementthe parties or their respective Affiliates.
Appears in 1 contract
Samples: Stock Purchase Agreement (Renaissancere Holdings LTD)
No Set-Off. Except as mutually agreed to in writing by the Parties, no Party nor any of its Affiliates shall have any a right of set-off or and other similar rights with respect to (a) any amounts received owed to the other Parties or any of their Affiliates pursuant to this Agreement on account of any obligation owed by such other Parties or (b) any other amounts claimed to be owed of their Affiliates to the other first Party or any of its Subsidiaries arising out of this AgreementAffiliates.
Appears in 1 contract
Samples: Series a Preferred Share Subscription Agreement (GDS Holdings LTD)
No Set-Off. Except as mutually agreed to in writing by the PartiesXxxxxx and AbbVie, no Party nor or any of its Affiliates Subsidiaries shall have any right of set-set off or other similar rights with respect to (ai) any amounts received pursuant to this Agreement Agreement; or (bii) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 1 contract
Samples: Technology Agreement (AbbVie Inc.)
No Set-Off. Except as otherwise mutually agreed to in writing by the Parties, no neither Party nor any member of its Affiliates shall such Party’s Group will have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Subsidiaries Group arising out of this Agreement.
Appears in 1 contract
Samples: Intellectual Property Matters Agreement (PayPal Holdings, Inc.)
No Set-Off. Except as expressly set forth in any Transaction Document or as otherwise mutually agreed to in writing by the Parties, no neither Party nor any of its Affiliates shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Transaction Document; or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this AgreementAgreement or any Transaction Document.
Appears in 1 contract
Samples: Asset Purchase Agreement (Above Food Ingredients Inc.)
No Set-Off. Except as mutually agreed to in writing by the Parties, no Party nor any member of its Affiliates 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 Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Subsidiaries Group arising out of this Agreement.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Contango ORE, Inc.)
No Set-Off. Except as mutually agreed to in writing by the PartiesXxxxxx and AbbVie, no Party nor or any of its Affiliates Subsidiaries shall have any right of set-set off or other similar rights with respect to (a) any amounts received pursuant to this Agreement Agreement; or (b) any other amounts claimed to be owed to the other another Party or any of its Subsidiaries arising out of this Agreement.
Appears in 1 contract
No Set-Off. Except as mutually agreed to in writing by the PartiesXxxxxx and AbbVie, no Party nor or any of its Affiliates 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 (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 1 contract
No Set-Off. Except as otherwise mutually agreed to in writing by the Parties, no neither Party nor any member of its Affiliates 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 Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Subsidiaries Group arising out of this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Supervalu Inc)
No Set-Off. Except as mutually agreed to in writing by the Parties, no neither Party nor any of its Affiliates shall have any right of set-set off or other similar rights with respect to (a) any amounts received pursuant to this Agreement Agreement; or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries Affiliates arising out of this Agreement.
Appears in 1 contract
No Set-Off. Except as mutually agreed to in writing by the Parties, no neither Party nor any of its Affiliates Subsidiaries shall have any right of set-set off or other similar rights with respect to (a) any amounts received pursuant to this Agreement Agreement; or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 1 contract
No Set-Off. Except as mutually agreed in writing by the Parties, no No Party nor any of its Affiliates shall have any right of be entitled to set-off any amount or other similar rights with respect right it may be entitled to (a) any amounts received pursuant to this Agreement against any amount, right or (b) obligations owed to any other amounts claimed to be owed to the other Party under this Agreement or any of its Subsidiaries arising out of this Agreementotherwise.
Appears in 1 contract
Samples: Intellectual Property Assignment (ExamWorks Group, Inc.)
No Set-Off. Except as mutually agreed to in writing by the PartiesXxxxxx and AbbVie, no Party nor or any of its Affiliates Subsidiaries shall have any right of set-set off or other similar rights with respect to (a) any amounts received pursuant to this Agreement Agreement; or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.
Appears in 1 contract
