Rights of Set-Off. With respect to any amount that HHSC in good faith determines should be reimbursed to it or is otherwise payable to it by the MA Dual SNP pursuant to this Agreement, HHSC may deduct the entire amount owed against the charges otherwise payable or expenses owed to it under this Agreement until such time as the entire amount determined to be owed has been paid. HHSC will provide the MA Dual SNP with written notice of and supporting information concerning such offsets, and will be relieved of its obligation to make any payments to the MA Dual SNP until such time as all such amounts have been paid to HHSC.
Rights of Set-Off. Each party may set-off against amounts owing by it hereunder to another Person any amounts owing or accruing due by such Person to it or any of its Affiliates, without duplication.
Rights of Set-Off. Buyer shall have the following rights of set-off:
Rights of Set-Off. Regardless of the adequacy of any collateral, during the continuance of any Event of Default under the Note or the other Loan Documents, Lender may at any time and without notice to Guarantors set-off and apply the whole or any portion or portions of any or all deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or branch of Lender where the deposits are held) now or hereafter held by Lender against amounts payable under this Guaranty, whether or not any other person or persons could also withdraw money therefrom.
Rights of Set-Off. With respect to any amount that (a) should be reimbursed to Prudential, or (b) is otherwise payable to Prudential pursuant to this Engagement Schedule, Prudential may, upon notice to Vendor, deduct the entire amount owed to Prudential against the Fees owed to Vendor under this Engagement Schedule.
Rights of Set-Off. Recoupment, Etc. The Contractor may set off any amount due to the Subcontractor against any obligation or debt the Subcontractor owes to the Contractor, whether arising in connection with the Subcontract or from any other agreement between the parties. The Contractor also reserves all rights of recoupment and all lien or other rights against the Subcontractor with respect to money, credits, or other property within its possession or control that may be available to it under applicable law.
Rights of Set-Off. The Banks, and the Agents and Collateral Agent on behalf of the Banks, are each hereby irrevocably authorized upon the occurrence and during the continuance of an Event of Default without notice to the Guarantor (any such notice being expressly waived by the Guarantor to the extent permitted by applicable law) to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect or contingent or matured or unmatured, at any time held or owing by the Banks to or for the credit or the account of the Guarantor, or any part thereof, in such amounts as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, against and on account of the obligations and liabilities of the Guarantor to the Banks, in any currency, whether arising hereunder or otherwise, as the Banks, or the Agents or Collateral Agent on behalf of the Banks, may elect, whether or not the Banks, or the Agents or Collateral Agent on behalf of the Banks, have made any demand for payment but only to the extent that such obligations, liabilities and claims shall have become due and payable (whether as stated, by acceleration or otherwise). The Banks, or the Agents or Collateral Agent on behalf of the Banks, agree to notify the Guarantor promptly of any such set-off and the application made by the Banks, or the Agents or Collateral Agent on behalf of the Banks; PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Banks, or the Agents or Collateral Agent on behalf of the Banks, under this Section 6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Banks, or the Agents or Collateral Agent on behalf of the Banks, may otherwise have.
Rights of Set-Off. With respect to any amount that HHSC in good faith determines should be reimbursed to it or is otherwise payable to it by the MA Health Plan pursuant to this Agreement, HHSC may deduct the entire amount owed against the charges otherwise payable or expenses owed to it under this Agreement until such time as the entire amount determined to be owed has been paid. HHSC will provide the MA Health Plan with written notice of and supporting information concerning such offsets, and will be relieved of its obligation to make any payments to the MA Health Plan until such time as all such amounts have been paid to HHSC.
Rights of Set-Off. (a) In addition to the Lender's Liens, Borrower and each Guarantor hereby expressly grant to Lenders the right of setoff against all deposits and other sums at any time held or credited by or due from any Lender to Borrower or any Guarantor, in accordance with the provisions of this Section 9.3. The rights of each Lender under this Section 9.3 are in addition to other rights and remedies (including, without limitation, other rights of setoff under law or equity) which such Lender may have under law or by agreement.
Rights of Set-Off. Solely following an early termination of this Agreement following an Event of Default, Buyer and its Affiliates (the “Buyer Parties”) shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other Debt at any time held or owing by the Buyer Parties to or for the credit of the account of Guarantor or Seller against and on account of the obligations and liabilities of Guarantor or Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, the Buyer Parties shall be entitled to set-off claims and apply property held by Buyer Parties with respect to any Transaction against obligations and liabilities owed by Guarantor or Seller to the Buyer Parties with respect to any other Transaction. The Buyer Parties may set off cash, the proceeds of any liquidation of the Related Mortgage Loans or Purchased Assets and all other sums or obligations owed by the Buyer Parties to Seller or Guarantor against all of Guarantor’s or Seller’s obligations to the Buyer Parties, whether under this Agreement, under a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without prejudice to the Buyer Parties’ right to recover any deficiency. Buyer agrees promptly to notify Guarantor or Seller after any such set-off and application made by the Buyer Parties; provided that the failure to give such notice shall not affect the validity of such set-off and application. Notwithstanding anything to the contrary contained herein or in any Principal Agreement, if Seller, Guarantor or any of their respective Affiliates (each such entity, a “Seller Entity”) owes any obligation to Buyer, GS&Co. or any Affiliate thereof, including in its capacity as Buyer or hedge counterparty (each such entity, an “Buyer Entity”), such Buyer Entity may, without prior notice, aggregate, setoff and net: (i) any collateral pledged by any Seller Entity to any Buyer Entity or held or carried for any Seller Entity by any Buyer Entity; and (ii) any collateral required to be...
