Set-Offs. After the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably authorizes and directs Lender from time to time to charge Borrower’s accounts and deposits with Lender (or its Affiliates), and to pay over to Lender an amount equal to any amounts from time to time due and payable to Lender hereunder, under the Note or under any other Loan Document. Borrower hereby grants to Lender a security interest in and to all such accounts and deposits maintained by the Borrower with Lender (or its Affiliates).
Set-Offs. (a) If (i) an Event of Default has occurred and is continuing and Lenders holding more than 50% in aggregate unpaid principal amount of the Loans have requested the Administrative Agent to declare the Loans to be immediately due and payable pursuant to Section 6.01, or (ii) the Loans have become immediately due and payable without notice as provided in Section 6.01, then each Lender is hereby authorized by the Borrower at any time and from time to time, to the extent permitted by applicable law, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the account of the Borrower against any obligations of the Borrower to such Lender now or hereafter existing under this Agreement, regardless of whether any such deposit or other obligation is then due and payable or is in the same currency or is booked or otherwise payable at the same office as the obligation against which it is set off and regardless of whether such Lender shall have made any demand for payment under this Agreement. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided that any failure to give such notice shall not affect the validity of such setoff and application. The rights of the Lenders under this subsection are in addition to any other rights and remedies which the Lenders may have.
Set-Offs. Buyer has the right to set off against any amounts due Seller hereunder any amounts owed to Buyer by Seller arising from any other transaction.
Set-Offs. The Company may set-off any amounts the Company in good faith claims to be due from Seller against any sums otherwise due to Seller whether such claims arise under or outside the Contract.
Set-Offs. In addition to any rights and remedies of the Administrative Agent and the Lenders provided by this Guaranty, the Credit Documents and by Requirements of Law, the Administrative Agent and the Lenders shall have the right, without prior notice to the Borrowers, the Guarantor, the Pledgor or any other Credit Party, any such notice being expressly waived by the Guarantor to the extent permitted by Requirements of Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantor to the Administrative Agent and the Lenders hereunder, under the Credit Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set—off and appropriate and apply against such amount any and all monies and other Property and assets of the Guarantor, any and all deposits (general or special, time or demand, provisional or final), in any currency (other than against the Main Treasury Account or amounts deposited therein), and any and all other credits, indebtedness, claims, securities, collateral, Property, assets or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the Administrative Agent, the Lenders, any Person under the control of the Administrative Agent, the Lenders and any successor or assign of the foregoing to or for the credit or the account of the Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise. The Administrative Agent agrees promptly to notify the Guarantor after any such set—off and application made by the Administrative Agent or the Lenders, provided that the failure to give such notice shall not affect the validity of such set—off and application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT AND THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE ADMINISTRATIVE AGENT AND THE LENDERS BY THE BORROWERS, THE GUARANTOR, THE PLEDGOR OR ANY OTHER CREDIT PARTY UNDER THE CREDIT DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET—OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OR ASSETS OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTOR. For the avoidance of doubt, the Administrative Agent and the Lenders each, for itself and for each such entity’s...
Set-Offs. Each Party reserves to itself all rights, set-offs, counterclaims, and other defenses to which it is or may be entitled to under applicable law.
Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness in respect of the Loans and Letter of Credit Liabilities. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Borrower in the amount of such participation.
Set-Offs. Buyer shall have the right at any time to set off any amount owing from Seller to Buyer, or Buyer's subsidiaries or affiliates, against any amount due and owing to Seller or any of Seller's subsidiaries or affiliates, pursuant to this Purchase Order or any other contractual agreement between Buyer and Seller or their respective subsidiaries or affiliates.
Set-Offs. In addition to any other rights the Lender may have at law or in equity, if any Borrower becomes insolvent howsoever evidenced, or any Event of Default occurs and is continuing, or if Lender deems itself insecure, any indebtedness from the Lender to each Borrower, and any other property of each Borrower held by the Lender, may be set-off and applied towards the payment of the Indebtedness of the Borrower under this Agreement (including, but not limited to all indebtedness evidenced by the Note) to the Lender, including, without limitation, any note payable to the Lender, whether or not such Indebtedness of the Borrower to the Lender on such note or any part thereof shall then be due.
Set-Offs. The Company shall have the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind that arises from this Agreement and from the obligations of the Contractor provided herein. If the Company uses the right to make the payments to the Contractor with set-off, retention, counterclaim, abatement, or other deduction of any kind, then the Company notifies the Contractor no later than on the due date of the respective payment stating the amount, the grounds and the basis for the use of the right to set-off, retention, counterclaim, abatement or other deduction or other right. CONTRACTOR’s other obligations and covenants Standard of Performance. Without prejudice to the requirements prescribed elsewhere under the Agreement, the Contractor shall: perform the Services in accordance with the Agreement, the Technical Specification, the respective Request for Assignment or the Request for Proposal, the respective Assignment Order as well as reasonable requests, comments, requirements and instructions of the Company; perform the Services in accordance with the Applicable Laws and the Good Industry Practice; ensure availability of the Approved Experts; perform the Services and each particular Assignment timely having due regard to any applicable Assignment milestones and any other key dates for performance of the particular Services; exercise reasonable professional skill, diligence and care as may be expected of a properly qualified and competent person carrying out services of a similar size, nature, type and complexity; ensure that the Contractor and the Approved Expert providing the Services comply with the relevant professional diligence and applicable legislation governing the activities of legal advisers (in case of attorneys, in addition to the respective bar association rules and related regulations) and the provision of the Services is of consistently high quality that is necessary to achieve the purpose of the particular Assignment Order; ensure that its personnel are properly qualified and competent; ensure that specific documents as per respective Services, if any, and other documents and information required to be prepared or submitted by the Contractor under this Agreement conform to Good Industry Practice generally acceptable at the time of submission of such specific documents as per respective Services, documents and information; endeavour to carry out all activities that would reason...
