Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default exists, without notice to any Obligors or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.
Appears in 2 contracts
Sources: Loan and Security Agreement (Enpro Industries, Inc), Loan and Security Agreement (Enpro Industries, Inc)
Setoff. In addition to any Liens granted under any If an Event of the Loan Documents Default shall have occurred and any rights now or hereafter available under Applicable Lawbe continuing, Agent and each Lender (Credit Party and each of their respective Affiliates) branches and Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or and other obligations (in whatever currency) at any time owing by such Lender Credit Party or any of their Affiliates such branch or Affiliate to or for the credit or the account of any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender Borrower or any of their Affiliates, including all Loans and LC Obligations its Restricted Subsidiaries against any and all claims of the obligations of such Loan Party or such Restricted Subsidiary now or hereafter existing under this Credit Agreement or any nature other Loan Document to such Credit Party or description arising out of such branch or in connection with this AgreementAffiliate, irrespective of whether or not (i) Agent such Credit Party, branch or such Lender Affiliate shall have made any demand hereunder, (ii) Agent, at the request under this Credit Agreement or with the consent any other Loan Document and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations Loan Party or Restricted Subsidiary may be contingent or unmatured or are owed to a branch, office or Affiliate of such Credit Party different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness, provided, that in the event that any Defaulting Lender shall exercise any right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Collateral Administrative Agent for further application in accordance with the provisions of Section 2.8 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Obligations is adequate. Notwithstanding benefit of the foregoing, each of Administrative Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it (y) the Defaulting Lender shall (provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Credit Party and its branches and Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that it is lawfully entitled such Credit Party and its branches and Affiliates may have. Each Credit Party agrees to do so) upon notify the request of Borrower and the Required LendersAdministrative Agent promptly after any such setoff and application, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, provided that the failure to give such Lender or any Affiliate of any of them, but no Obligor notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5application.
Appears in 2 contracts
Sources: Credit Agreement (TechTarget, Inc.), Credit Agreement (TechTarget Holdings Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrowers or any other Person (Holdings, any such notice being hereby expressly waived)waived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Obligors arising Holdings. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 2 contracts
Sources: Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (Biolectron, Inc.)
Setoff. In addition to any Liens granted ------ under any of this Guaranty and the other Loan Documents and any rights now or hereafter available granted under Applicable Lawapplicable law, upon the occurrence and during the continuance of any Event of Default, the Agent, each Secured Party, and any Affiliate of the Agent and each Lender (and each of their respective Affiliates) or any Secured Party is hereby authorized by Obligors the Guarantor at any time that an Event of Default existsor from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, deposits (general or special (including special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts)) and any other Debt Indebtedness at any time held or owing by the Agent, such Lender Secured Party or any of their Affiliates to or for the credit or the account of any Obligor the Guarantor against and on account of the Secured Obligations of Obligors arising under the Loan Documents Guarantor to the Agent, such Lender Secured Party or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) the Agent or such Lender Secured Party shall have made any demand hereunder, hereunder or (ii) the Agent, at the request or with the consent of the Required Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder under the Credit Agreement to be due and payable as permitted by this Agreement Article XII thereof and even though such Secured Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, each of Agent and Lenders agree with each other Each Secured Party agrees that it shall not, without the express consent of the Required Requisite Lenders, and that it shall (shall, to the extent that it is lawfully entitled to do so) , upon the request of the Required Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower, any Obligor of its Subsidiaries, or Guarantor now or hereafter maintained with Agent, such Lender Secured Party or any Affiliate of any either of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.
Appears in 2 contracts
Sources: Limited Guaranty and Security Agreement (American Eco Corp), Unlimited Guaranty and Security Agreement (American Eco Corp)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable DIP Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and each Lender (its Affiliates and each of their respective Affiliates) DIP Lender and its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Credit Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Credit Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (demand, provisional or final, but not including trust excluding payroll, tax, and withholding accounts)) and any other Debt at any time held or by, and other Indebtedness (in any currency) at any time owing by by, such Agent and its Affiliates and such DIP Lender or any of their Affiliates and its Affiliates, as the case may be, to or for the credit or the account of the respective Credit Parties and their Subsidiaries against any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of Obligations owing to such Agent and its Affiliates or such DIP Lender and its Affiliates hereunder or under any nature other Credit Document, now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) Agent such Agent, such DIP Lender or such Lender Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Credit Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lendersapplicable deposit or Indebtedness. Each DIP Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such DIP Lender, and as the case may be; provided that it shall (the failure to give such notice to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor Borrower shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence and application. The rights of each Agent and each DIP Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, Agent and such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5DIP Lender may have.
Appears in 2 contracts
Sources: Superpriority Secured Debtor in Possession Term Loan Credit Agreement (Spirit Aviation Holdings, Inc.), Superpriority Secured Debtor in Possession Term Loan Credit Agreement (Spirit Aviation Holdings, Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Obligors arising Holdings. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of may have. Notwithstanding anything to the contrary contained herein or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoingLoan Document, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise Lender expressly waives its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderpursuant to this Section 10.09 or any other provision of any Loan Document with respect to deposit accounts in which have been deposited payments received under Medicare, such party shall be obligated to share Medicaid, TRICARE and other health care programs of the United States or any such setoff in state (including the manner District of Columbia) thereof and to the extent required by Section 13.5any agency or other Governmental Authority thereof.
Appears in 2 contracts
Sources: Credit Agreement (IASIS Healthcare LLC), Amended and Restated Credit Agreement (IASIS Healthcare LLC)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owning by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect Subsidiary of Obligors arising the Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 2 contracts
Sources: Credit Agreement (Epicor International Holdings, Inc.), Credit Agreement (Epicor Software Corp)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrowers or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrowers (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary (i) is not a direct or indirect subsidiary of Obligors arising Holdings or (ii) is a Loan Party. Each Lender and L/C Issuer agrees promptly to notify the Borrowers and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 2 contracts
Sources: Credit Agreement (Axcan Intermediate Holdings Inc.), Credit Agreement (Axcan Intermediate Holdings Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Specified Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against Subsidiary of a Loan Party that is a Foreign Subsidiary that is a CFC or a Domestic Foreign Holding Company. Each Lender and on account L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Obligations Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of Obligors arising under setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 2 contracts
Sources: Credit Agreement (KORE Group Holdings, Inc.), Credit Agreement (King Pubco, Inc.)
Setoff. In addition to any Liens granted under any of the Loan Credit Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender Group Member (and each of their respective Affiliates) is hereby authorized by Obligors each Borrower at any time that an Event of Default exists, without notice to any Obligors Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such Lender Group Member (or any of their Affiliates Affiliates) to or for the credit or the account of any Obligor Borrowers against and on account of the Obligations of Obligors Borrowers arising under the Loan Credit Documents to Agent, such each Lender or any of their AffiliatesGroup Member, including all Revolver Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such any Lender Group Member shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Revolver Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree Lender Group Member agrees with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor Borrower now or hereafter maintained with Agent, such any Lender Group Member (or any Affiliate of any of them), but no Obligor Borrower shall have any a claim or cause of action against Agent or any Lender Group Member for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.
Appears in 2 contracts
Sources: Credit Agreement (Remington Arms Co Inc/), Credit Agreement (Remington Arms Co Inc/)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and its Affiliates, each Lender (and its Affiliates and each of their respective Affiliates) L/C Issuer and its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on their own behalf and on behalf of each Loan Party and its respective Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness (in any currency) at any time owing by, such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent, such Lender, such L/C Issuer or such Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Agent or its Affiliates, such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company and on account that is not itself a Loan Party. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that, the failure to give such notice shall not affect the validity of the Obligations such setoff and application. The rights of Obligors arising each Agent, each Lender and each L/C Issuer under the Loan Documents this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 2 contracts
Sources: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available granted under Applicable Lawapplicable law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender (and each of their respective Affiliates) or Issuing Bank is hereby authorized by Obligors each Borrower at any time that an Event of Default existsor from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, deposits (general or special (including special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts)) and any other Debt Indebtedness at any time held or owing by such Lender Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any Obligor Borrower against and on account of the Obligations of Obligors arising under the Loan Documents Borrowers to Agentsuch Lender, such Lender Issuing Bank or any of their Affiliates, including including, but not limited to, all Loans and LC Obligations Loans, Letters of Credit, Acceptances and all claims of any nature or description arising out of or in connection with this AgreementAgreement or the Notes, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder, hereunder or (ii) the Administrative Agent, at the request or with the consent of the Required Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder and under the Notes to be due and payable as permitted by this Agreement Article XI and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, Each Lender and each of Agent and Lenders agree with each other Issuing Bank agrees that it shall not, without the express consent of the Required Requisite Lenders, and that it shall (shall, to the extent that it is lawfully entitled to do so) , upon the request of the Required Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Obligor Borrower now or hereafter maintained with Agentsuch Lender, such Lender Issuing Bank or any Affiliate of any either of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.
Appears in 2 contracts
Sources: Credit Agreement (Donna Karan International Inc), Credit Agreement (Donna Karan International Inc)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrowers or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing to, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Restricted Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Obligors arising Holdings. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 2 contracts
Sources: Credit Agreement (Avaya Inc), Credit Agreement (VPNet Technologies, Inc.)
Setoff. In From and after the occurrence of any Event of Default and during the continuance thereof, in addition to any Liens granted under any of the Loan Documents (and not in limitation of) any rights now or hereafter available granted under Applicable LawLaw to Administrative Agent, Agent and LC Issuer, any Lender, or, subject to the provisions of Section 13.1(d), any Participant, each Lender (subsequent holder of any of the Obligations, and each of their respective Affiliates) Affiliates (collectively, for purposes of this Section 15.6, the “Setoff Parties” and, individually, a “Setoff Party”), is hereby authorized authorized, subject to the prior consent of Administrative Agent, by Obligors at any time that an Event of Default exists, without notice each Credit Party to any Obligors or any other Person (any such notice being hereby expressly waived), to set off setoff and to appropriate and apply any and all deposits, deposits (general or special (special, time or demand, including Debt evidenced by certificates of deposit deposit, in each case, whether matured or unmatured un-matured, but excluding (but not including trust accounts)x) any amounts held by any Setoff Party in any escrow payroll, trust, tax or fiduciary account and (y) without the prior consent of Administrative Agent, any Collection Account, and any other Debt at any time held or owing by such Lender or any of their Affiliates Setoff Party to or for the credit or the account of any Obligor Credit Party, against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or as provided in connection with this Agreement, irrespective of whether or not (ia) Agent or such Lender shall have made any demand hereunderfor such Obligations has been made; or (b) the Obligations have been accelerated as contemplated in Section 11.2; or (c) such Obligations are contingent or un-matured. Any sums obtained by any Setoff Party shall be subject to the requirements for application of payments to the Obligations as set forth in this Agreement. The rights granted to each Setoff Party under this Section 15.6 may be exercised at any time or from time to time, (ii) Agentwithout notice to any Credit Party or any other Person, at except that each Setoff Party shall obtain the request or with the prior consent of Administrative Agent and shall notify Administrative Agent promptly (but in any event within one (1) Business Day) after exercising such right of setoff, specifying the Required Lenders, shall amount thereof. Each Credit Party hereby waives any right that it may have declared the principal as a matter of and interest on the Loans and other amounts due hereunder Applicable Law to be due and payable as permitted by this Agreement and even though any such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatenotice. Notwithstanding In addition to the foregoing, each and notwithstanding any provision hereof to the contrary, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and Lenders agree with each deemed held in trust for the benefit of Administrative Agent, LC Issuer, Swing Line Lender and the other that it shall not, without the express consent of the Required Lenders, and that (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, exercised such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5setoff.
Appears in 2 contracts
Sources: Credit Agreement (BRC Inc.), Credit Agreement (BRC Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their Affiliates to or for the credit or the account of the respective Loan Parties against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lenders, applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrower's obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.05(b)(ii).
Appears in 2 contracts
Sources: Credit Agreement (Refco Inc.), Credit Agreement (Refco Information Services, LLC)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Lender and its Affiliates hereunder or under any other Bridge Loan Document now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made a demand under this Agreement or any other Bridge Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owning by such Lender or any of their its Affiliates to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations of Obligors arising under the Loan Documents to Agent, Code unless such Lender Subsidiary is not a direct or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent indirect subsidiary of the Required Lenders, Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by and application. The rights of the absence Administrative Agent and each Lender under this Section 9.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Lender may have.
Appears in 2 contracts
Sources: Senior Bridge Loan Agreement (CDW Finance Corp), Senior Subordinated Bridge Loan Agreement (CDW Finance Corp)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrowers or any other Person (Loan Party, any such notice being hereby expressly waived)waived by each of the Borrowers (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their Affiliates to or for the credit or the account of the respective Loan Parties against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lenders, applicable deposit or Indebtedness. Each Lender agrees promptly to notify the BV Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of any Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (a) the provisions hereof shall not be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrowers’ obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.05(b)(ii).
Appears in 2 contracts
Sources: Credit Agreement (Sensata Technologies Holding N.V.), Credit Agreement (Sensata Technologies Holland, B.V.)
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors Borrower at any time that an Event of Default exists, without notice to any Obligors Borrower or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Obligor Borrower against and on account of the Obligations of Obligors Borrower arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor Borrower shall not have any a claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.512.5.
Appears in 2 contracts
Sources: Loan and Security Agreement (Dixie Group Inc), Loan and Security Agreement (Dixie Group Inc)
Setoff. In addition If and to the extent any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Lawpayment is not made when due hereunder, Agent and each Lender (and each of their respective Affiliates) Credit Party is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or and other obligations (in whatever currency) at any time owing by such Lender or any of their Affiliates Credit Party to or for the credit or the account of Guarantor against any Obligor against and on account all of the Obligations obligations of Obligors arising Guarantor now or hereafter existing under the Loan Documents this Guaranty to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this AgreementCredit Party, irrespective of whether or not (i) Agent or such Lender Credit Party shall have made any demand hereunder, (ii) Agent, at the request or with the consent under this Guaranty and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations Guarantor may be contingent or unmatured or are owed to a branch, office or Affiliate of such Credit Party different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 2.17 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of each Credit Party, and (y) the Collateral for Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations is adequateowing to such Defaulting Lender as to which it exercised such right of setoff. Notwithstanding The rights of each Credit Party under this Section are in addition to other rights and remedies (including other rights of setoff) that such Credit Party may have. Each Credit Party agrees to notify Borrower and Administrative Agent promptly after any such setoff and application, provided that the foregoing, each of Agent and Lenders agree with each other that it failure to give such notice shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5application.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (NVR Inc)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent and (not to be unreasonably withheld, conditioned or delayed), each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by each of the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their Affiliates to or for the credit or the account of the respective Loan Parties against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lenders, applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrower’s obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.05(b).
Appears in 2 contracts
Sources: Credit Agreement (Sensata Technologies Holding PLC), Credit Agreement (Sensata Technologies Holding PLC)
Setoff. In addition Subject to any Liens granted under any the terms of this Section 21, Assignor hereby grants to Agent and each of the Loan Documents Lenders, a lien, security interest and any rights right of setoff as security for all liabilities and obligations to Agent and the Lenders, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter available under Applicable Lawin the possession, Agent and each Lender (and each custody, safekeeping or control of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default exists, without notice to any Obligors or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for or any setoff made without entity under the consent control of Agent or Lender or in transit to any of them. At any time, from and after the occurrence of and during the continuance of an Event of Default, Agent or any Lender may set off the same or any part thereof and apply the same to any liability or obligation of Assignor even though unmatured and regardless of the Required Lenders and adequacy of any other collateral securing the Loan. Within five (5) Business Days of making any such set-off, Agent agrees to notify Assignor thereof, provided that the failure by Agent to give such notice shall not affect the validity of any such setoff shall not be impaired by the absence of such consentset-off. If any party (or its Affiliate) exercises the right of setoff provided for hereunderANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE ASSIGNOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
Appears in 2 contracts
Sources: Loan Agreement (Cedar Realty Trust, Inc.), Loan Agreement (Cedar Shopping Centers Inc)
Setoff. (a) In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender and its Affiliates hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender or Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lenders, and applicable deposit or Indebtedness; provided that it shall (any recovery by any Lender or its Affiliates pursuant to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against under this Section 10.09 is subject to the provisions of Section 8.04. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor set off and application made by such Lender; provided that the failure to give such notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by and application. The rights of the absence Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such consentLender may have.
(b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER OR THE ADMINISTRATIVE AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED BANKS OR, TO THE EXTENT REQUIRED BY SECTION 10.01 OF THIS AGREEMENT, ALL OF THE BANKS, OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR THE ADMINISTRATIVE AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. If any party THIS SUBSECTION (or its Affiliateb) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER.
Appears in 1 contract
Sources: Restructuring Support Agreement (Station Casinos Inc)
Setoff. In addition Subject to any Liens granted under any the terms of this paragraph, Guarantor hereby grants to Agent and each of the Loan Documents Lenders, a lien, security interest and any rights right of setoff as security for all liabilities and obligations to Agent and the Lenders, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter available under Applicable Lawin the possession, Agent and each Lender (and each custody, safekeeping or control of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default exists, without notice to any Obligors or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for or any setoff made without entity under the consent control of Agent or Lender, or in transit to any of them. At any time, from and after the occurrence of and during the continuance of an Event of Default, Agent or any Lender may set off the same or any part thereof and apply the same to any liability or obligation of Guarantor even though unmatured and regardless of the Required Lenders and adequacy of any other collateral securing the Loan. Within five (5) Business Days of making any such set-off, Agent agrees to notify Guarantor thereof, provided that the failure by Agent to give such notice shall not affect the validity of any such setoff shall not be impaired by the absence of such consentset-off. If any party (or its Affiliate) exercises the right of setoff provided for hereunderANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
Appears in 1 contract
Sources: Guaranty (Wheeler Real Estate Investment Trust, Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrowers (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing to, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Restricted Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmetered or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Obligors arising the Borrowers. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or and such L/C Issuer may have. No amounts set off from any of their Affiliates, including all Loans and LC Guarantor shall be applied to any Excluded Swap Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors Borrower at any time that an Event of Default exists, without notice to any Obligors Borrower or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Obligor Borrower against and on account of the Obligations of Obligors Borrower arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor Borrower shall have any no claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5SECTION 12.5.
Appears in 1 contract
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors Borrower at any time that an Event of Default exists, without notice to any Obligors Borrower or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Obligor Borrower against and on account of the Obligations of Obligors Borrower arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor Borrower shall not have any a claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5SECTION 12.5.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents Administrative Agent and any rights now or hereafter available under Applicable Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors or any other Person (the Borrower, any such notice being hereby expressly waived)waived by the Borrower to the fullest extent permitted by Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accountsdemand, provisional or final)) and any , other Debt than deposits in fiduciary accounts as to which the Borrower is acting as fiduciary for another Person, at any time held by, and other Indebtedness at any time owing by, the Administrative Agent or owing by such Lender or any of their Affiliates to or for the credit or the account of the Borrower against any Obligor against and on account all Obligations owing to the Administrative Agent or Lender hereunder or under any other Loan Document, as of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender Closing Date or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreementthereafter existing, irrespective of whether or not (i) the Administrative Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) denominated in a currency different from that of the Collateral for the Obligations is adequateapplicable deposit or Indebtedness. Notwithstanding the foregoing, each of Each Administrative Agent and Lenders agree with each other that it shall not, without Lender agrees promptly to notify the express consent of Borrower and the Required Lenders, Administrative Agent after any such set-off and that it shall (to application made by the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Administrative Agent or any Lender for any setoff made without Lender; provided, however, that the consent of the Required Lenders and failure to give such notice shall not affect the validity of any such setoff shall not be impaired by and application. The rights of the absence Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Lender may have.
Appears in 1 contract
Sources: Escrow Credit Agreement (CommScope Holding Company, Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and its Affiliates, each Lender (and its Affiliates and each of their respective Affiliates) L/C Issuer and its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on their own behalf and on behalf of each Loan Party and its respective Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness (in any currency) at any time owing by, such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent, such Lender, such L/C Issuer or such Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Agent or its Affiliates, such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company and on account that is not itself a Loan Party. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that, the failure to give such notice shall not affect the validity of the Obligations such setoff and application. The rights of Obligors arising each Agent, each Lender and each L/C Issuer under the Loan Documents this Section 10.09 are in LEGAL_US_E # 190712165.7 addition to other rights and remedies (including other rights of setoff) that such Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents Lenders and any rights now or hereafter available under Applicable the Administrative Agent provided by Law, but subject to Section 5.5 of the Security Agreement, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent and each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, the Administrative Agent or owing by such Lender or any of their and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Obligor against and on account of all Obligations owing to the Obligations of Obligors arising under the Loan Documents to Agent, Administrative Agent or such Lender and its Affiliates hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) the Administrative Agent or such Lender or Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lendersapplicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent in writing after any such set off and application made by such Lender; provided, and that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 12.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrower’s obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.04(b).
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrowers or any other Person (Loan Party, any such notice being hereby expressly waived)waived by each of the Borrowers (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their Affiliates to or for the credit or the account of the respective Loan Parties against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lenders, applicable deposit or Indebtedness. Each Lender agrees promptly to notify the BR Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of any Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (a) the provisions hereof shall not be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrowers’ obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.05(b)(ii).
Appears in 1 contract
Setoff. (a) In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender (and each of their respective Affiliates) Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Agent, such Lender or any of their and/or such Affiliates to or for the credit or the account of the respective Loan Parties against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to such Agent, such Lender and/or NEWYORK 8648768 (2K) such Affiliates hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender or Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lenders, applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such consentAgent and such Lender may have.
(b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER OR AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR, TO THE EXTENT REQUIRED BY Section 10.01 OF THIS AGREEMENT, ALL OF THE LENDERS, OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR ANY AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. If any party THIS SUBSECTION (or its Affiliateb) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER.
Appears in 1 contract
Setoff. In addition Regardless of the adequacy of any Collateral, if any Event of Default shall have occurred and be continuing, any deposits or other sums credited by or due from the Administrative Agent or any other Creditor Party to any Liens granted under either Borrower or any of the Loan Documents Guarantors and any rights now securities or hereafter available under Applicable Law, other property of either Borrower or any of the Guarantors in the possession of the Administrative Agent and each Lender (and each or such other Creditor Party or any of their respective Affiliates) is hereby authorized by Obligors Affiliates may, at any time that an Event time, solely with the consent of Default existsthe Administrative Agent, without demand or notice to any Obligors or any other Person (any such notice being hereby expressly waivedwaived by the Borrowers and the Guarantors), in whole or in part, be applied to or set off by the Administrative Agent or such other Creditor Party against the payment of Obligations, now existing or hereafter arising, of the Borrowers or any of the Guarantors to the Administrative Agent or such other Creditor Party regardless of the adequacy of any other collateral securing any outstanding portion of the Loans. The Administrative Agent and each of the other Creditor Parties agree with and among each other that (i) if an amount to be set off is to be applied to Indebtedness of the Borrowers or any of the Guarantors to the Administrative Agent or such other Creditor Party, such amount shall be applied ratably first to Obligations owed to the Creditor Party exercising such right of set off and pro rata to appropriate any other similarly situated Creditor Parties, and then to the Obligations owed all other Creditor Parties, including, without limitation, Reimbursement Obligations owed to the Issuing Bank or all Lenders, and (ii) if the Administrative Agent or such other Creditor Party shall receive from either Borrower or any Guarantor or any other source, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by this Credit Agreement in the name of, or constituting Reimbursement Obligations owed to, the Administrative Agent or such other Creditor Party by proceedings against a Borrower or a Guarantor at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply any and all deposits, general or special (including certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Obligor against and on account payment of the Obligations of Obligors arising under owed to the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Administrative Agent or such Lender shall have made other Creditor Party any demand hereunderamount in excess of its ratable portion of the payments received by all of the Creditor Parties with respect to the debt evidenced hereby corresponding to all of the Creditor Parties, (ii) Agent, at the request or such Creditor Party will make such disposition and arrangements with the consent other Creditor Parties with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Creditor Party receiving in respect of the Required Lendersdebt evidenced hereby in its name or Reimbursement Obligations owed it, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable its proportionate payment as permitted contemplated by this Agreement Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Creditor Party, such disposition and even though such Obligations may arrangements shall be contingent or unmatured or (iii) rescinded and the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (amount restored to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of themrecovery, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consentinterest. If any party (or its Affiliate) exercises the right of setoff provided for hereunderANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5PRIOR TO THE ADMINISTRATIVE AGENT OR ANY OTHER CREDITOR PARTY EXERCISING ANY RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF EITHER BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Centerline Holding Co)
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors Borrower at any time that an Event of Default exists, without notice to any Obligors Borrower or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Obligor Borrower against and on account of the Obligations of Obligors Borrower arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor Borrower shall have any no claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.512.5.
Appears in 1 contract
Sources: Loan and Security Agreement (Metromedia International Group Inc)
Setoff. In addition to any Liens granted under any of the Loan Documents to, and without limitation of, any rights now of Administrative Lender and Lenders under applicable law, if Company becomes insolvent, however evidenced, or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default existsoccurs and is continuing, any indebtedness from Administrative Lender or Lenders to Company (including, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)limitation, to set off and to appropriate and apply any and all deposits, general or special (including certificates funds of Company on deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such with Administrative Lender or any Lenders which have not yet been collected or which are not yet available in accordance with Administrative Lender's or Lenders' availability schedules from time to time in effect) may be offset and applied toward the payment of their Affiliates to or the Obligations, for the credit or the account ratable benefit of any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of Lenders whether or not (i) Agent the Obligations, or such Lender any part hereof, shall then be due. =============================================================================== THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. =============================================================================== IN WITNESS WHEREOF, the undersigned have made any demand hereunder, (ii) Agent, at the request or with the consent executed this Security Agreement as of the Required Lendersdate first above written. By: Its: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, shall ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ General Communication, Inc. - Form 8-K Page 145 EXHIBIT D COMPLIANCE CERTIFICATE To: The Banks parties to the Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Credit Agreement (as amended, restated, or otherwise modified from time to time, the "Agreement") dated as of April 26, 1996 among GCI Communication Corp. (the "Company"), the banks party thereto and NationsBank of Texas, N.A. as Administrative Agent for the Banks. Unless otherwise defined herein, the terms used in this Compliance Certificate have declared the principal meanings ascribed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected of the Company;
2. I have reviewed the terms of the Agreement and interest on the Loans and other amounts due hereunder I have made, or have caused to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoingmade under my supervision, each of Agent and Lenders agree with each other that it shall not, without the express consent a detailed review of the Required Lenders, transactions and that it shall (to the extent that it is lawfully entitled to do so) upon the request conditions of the Required LendersParent, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders Company and the validity of any such setoff shall not be impaired Subsidiaries during the accounting period covered by the absence attached financial statements, dated as of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.;
Appears in 1 contract
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available granted under Applicable LawLaw and not by way of limitation of any such rights, Agent during the continuance of any Event of Default, each Lender, any participant with such Lender in the Loans and each Affiliate of each Lender (and each of their respective Affiliates) is are hereby authorized by Obligors the Borrower at any time that an Event of Default existsor from time to time, without notice to any Obligors the Borrower or to any other Person (Person, any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (including special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts)unmatured) and any other Debt indebtedness at any time held or owing by such any Lender or any Affiliate of their Affiliates any Lender or any participant to or for the credit or the account of any Obligor the Borrower against and on account of the Secured Obligations of Obligors arising under the Loan Documents to Agent, such Lender irrespective or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not not
(ia) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request under this Agreement or with the consent any of the Required LendersLoan Documents, or
(b) the Agent or such Lender shall have declared any or all of the principal of and interest on the Loans and other amounts due hereunder Secured Obligations to be due and payable as permitted by this Agreement Section 13.2 and even though although such Secured Obligations may shall be contingent or unmatured or (iii) the Collateral for the Obligations is adequateunmatured. Notwithstanding the foregoing, (i) each of Agent and Lenders agree with each Lender (other than NationsBank) agrees that it shall not, without the express consent of the Required Lenders, exercise its setoff rights hereunder against any accounts of Borrower now or hereafter maintained with such Lender or any Affiliate of such Lender and (ii) the Agent and the Lenders agree that it the Agent or any Lender shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its respective setoff rights hereunder against any accounts of any Obligor Borrower now or hereafter maintained with the Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.516.24.
Appears in 1 contract
Sources: Loan and Security Agreement (Standard Commercial Corp)
Setoff. In From and after the occurrence of any Event of Default and during the continuance thereof, in addition to any Liens granted under any of the Loan Documents (and not in limitation of) any rights now or hereafter available granted under Applicable LawLaw to Administrative Agent, Agent and any Lender, or, subject to the provisions of Section 13.1(d), any Participant, each Lender (subsequent holder of any of the Obligations, and each of their respective Affiliates) Affiliates (collectively, for purposes of this Section 15.6, the “Setoff Parties” and, individually, a “Setoff Party”), is hereby authorized by Obligors at any time that an Event of Default exists, without notice each Credit Party to any Obligors or any other Person (any such notice being hereby expressly waived), to set off setoff and to appropriate and apply any and all deposits, deposits (general or special (special, time or demand, including Debt evidenced by certificates of deposit deposit, in each case, whether matured or unmatured un-matured, but excluding (but not including trust accounts)x) any amounts held by any Setoff Party in any escrow payroll, trust, tax or fiduciary account and (y) without the prior consent of Administrative Agent, any Collection Account, and any other Debt at any time held or owing by such Lender or any of their Affiliates Setoff Party to or for the credit or the account of any Obligor Credit Party, against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or as provided in connection with this Agreement, irrespective of whether or not (ia) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though for such Obligations has been made; or (b) the Obligations have been accelerated as contemplated in Section 11.2; or (c) such Obligations are contingent or un-matured. Any sums obtained by any Setoff Party shall be subject to the requirements for application of payments to the Obligations as set forth in this Agreement. The rights granted to each Setoff Party under this Section 15.6 may be contingent exercised at any time or unmatured from time to time, without notice to any Credit Party or any other Person, except that each Setoff Party shall notify Administrative Agent promptly (iiibut in any event within one (1) Business Day) after exercising such right of setoff, specifying the Collateral for the Obligations is adequateamount thereof. Notwithstanding Each Credit Party hereby waives any right that it may have as a matter of Applicable Law to any such notice. In addition to the foregoing, each and notwithstanding any provision hereof to the contrary, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, exercised such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5setoff.
Appears in 1 contract
Sources: Credit Agreement (BRC Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness (in any currency) at any time owing by by, such Lender and its Affiliates or any of their Affiliates such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender or Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) denominated in a currency different from that of the Collateral applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held -406- #94164975v6 Exhibit 10.14 or other Indebtedness owing by such Lender or its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the Obligations -407- #94164975v6 Exhibit 10.14 credit or the account of any Subsidiary of a Loan Party that is adequatea Foreign Subsidiary or a Domestic Foreign Holding Company. Notwithstanding Each Lender and L/C Issuer agrees promptly to notify the foregoingBorrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of Agent and Lenders agree with each other setoff) that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Administrative Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5L/C Issuer may have.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Parent Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owning by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect Subsidiary of Obligors arising the Parent Borrower. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrowers or any other Person (Loan Party, any such notice being hereby expressly waived)waived by each of the Borrowers (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their Affiliates to or for the credit or the account of the respective Loan Parties against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lenders, applicable deposit or Indebtedness. Each Lender agrees promptly to notify the BV Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 12.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not be impaired by a Loan Party constitute security, or shall the absence proceeds of such consent. If assets be available for, payment of the Obligations of any party (Borrower or its Affiliate) exercises any Domestic Subsidiary, it being understood that the right Equity Interests of setoff provided for hereunder, any Foreign Subsidiary that is not a Loan Party do not constitute such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5an asset.
Appears in 1 contract
Sources: Senior Subordinated Term Loan Agreement (Sensata Technologies B.V.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrowers (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing to, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Restricted Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its -173173- Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Obligors arising Holdings. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Sources: Credit Agreement (Clear Channel Communications Inc)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and its Affiliates and each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness (in any currency) at any time owing by, such Agent and its Affiliates and such Lender and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent and its Affiliates or such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter #95787455v10 existing, irrespective of whether or not such Agent, such Lender or such Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates and each Lender and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Agent or its Affiliates and such Lender or any of their Affiliates its Affiliates, as the case may be, to or for the credit or the account of any Obligor against Subsidiary of a Loan Party that is a Foreign Subsidiary, CFC or FSHCO. Each Lender agrees promptly to notify the Borrower and on account of the Obligations of Obligors arising under Administrative Agent after any such set off and application made by such Lender, as the Loan Documents case may be; provided that the failure to Agent, give such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or notice shall not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and affect the validity of any such setoff shall not be impaired by the absence and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, Agent and such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Lender may have.
Appears in 1 contract
Setoff. In addition (a) Subject to Section 9.7(b), if any Liens granted under indemnification payment obligation of any of the Loan Documents and Seller Parties pursuant to this ARTICLE 9 with respect to any rights now Damages suffered or hereafter available incurred by any Purchaser Indemnified Person is not paid when due, then Purchaser shall be entitled, but not obligated, to recover such amounts from such Person under Applicable Law, Agent and each Lender this Agreement by setting off such amounts against any Earn-out Payment owed to such Seller Party and/or any amount owed to such Seller Party pursuant to Section 2.7 (and each of their respective Affiliates) is hereby authorized by Obligors at Seller Party agrees to take all such action to cause Seller Party to enable any time such setoff); provided, however, that an Event of Default existsprior to Purchaser exercising its rights under this Section 9.7(a), without Purchaser shall first provide written notice to any Obligors or any other Person (any such notice being hereby expressly waived), the Seller Representative of Purchaser’s intent to set off and to appropriate and apply any and all deposits, general or special (including certificates of deposit whether matured or unmatured (but not including trust accounts)exercise its rights under this Section 9.7(a) and any other Debt at any time held or owing by the Seller Party shall have the right to pay to the applicable Indemnified Person the amount of such Lender or any of their Affiliates to or for the credit or the account of any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not Damages (i) Agent within thirty (30) days of receipt of such notice if the Damages claimed by Purchaser are not disputed in accordance with Section 9.7(b) below or such Lender shall have made any demand hereunder, (ii) Agentwithin thirty (30) days of a final resolution as set forth in Section 9.7(b) below.
(b) If the Seller Party disagrees with any Damages claimed by any Purchaser Indemnified Person that are to be setoff in accordance with Section 9.7(a), at the request or with Seller Representative may, within thirty (30) days after the consent Seller Representative’s receipt of the Required Lendersnotice described in Section 9.7(a) (the “Setoff Notification Period”), shall have declared notify Purchaser in writing of such disagreement by setting forth the principal Seller Representative’s calculation of the applicable amounts in dispute and interest on describing in reasonable detail the Loans and other amounts due hereunder basis for such disagreement (an “Setoff Objection Notice”). If a Setoff Objection Notice is not delivered to be due and payable as permitted Purchaser prior to the expiration of the Setoff Notification Period, then the Damages claimed by this Agreement and even though such Obligations Purchaser Indemnified Person may be contingent or unmatured or (iii) setoff in accordance with Section 9.7(a). If a Setoff Objection Notice is delivered to Purchaser prior to the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent expiration of the Required LendersSetoff Notification Period, then the Seller Representative and that it Purchaser shall (negotiate in good faith to resolve their disagreements with respect to the extent that it items set forth in such Setoff Objection Notice. If the Seller Representative and Purchaser are unable to resolve all such disagreements within thirty (30) days after Purchaser’s receipt of the Setoff Objection Notice, either Purchaser or Seller Representative may bring suit to resolve the matter in accordance with Section 11.6. Until a final resolution is lawfully reached, either by agreement of the Purchaser and Seller Representative or resolution of a suit, Purchaser shall be entitled to do so) upon withhold the request of the Required Lenders, exercise its setoff rights hereunder against amount in dispute from any accounts of any Obligor now or hereafter maintained with Agent, Earn-out Payment owed to such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not Seller Party as may be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5liable.
Appears in 1 contract
Sources: Stock Purchase Agreement (Covenant Logistics Group, Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrowers or any other Person (Loan Party, any such notice being hereby expressly waived)waived by Holdings and the Borrowers (each on its own behalf and on behalf of each Loan Party and the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (demand, provisional or final, but not including trust excluding any payroll, trust, or tax withholding accounts)) and any other Debt at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and on account L/C Issuer agrees promptly to notify the Borrower Representative and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Obligations Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of Obligors arising under setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Sources: Credit Agreement (W R Grace & Co)
Setoff. In addition to any Liens granted other rights which any Lender Party may have under any applicable law, upon the occurrence of the Loan Documents and any rights now or hereafter available under Applicable Lawan Event of Default hereunder, Agent and each Lender (and Party shall have a right to apply any Loan Party’s property held by it to reduce the Obligationsand each of their respective Affiliates) Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Lender Party or any of their Affiliates such Affiliate, to or for the credit or the account of the Borrower or any Obligor other Loan Party against any and on account all obligations of the Obligations of Obligors arising Borrower or such Loan Party now or hereafter existing under the Loan Documents this Agreement or any Other Document to Agent, such Lender Party or any of their respective Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender Party or Affiliate shall have made any demand hereunder, (ii) Agent, at the request under this Agreement or with the consent any Other Document and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though Borrower or such Obligations Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender Party different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Collateral Agent for further application in accordance with Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Obligations is adequate. Notwithstanding benefit of the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it (y) the Defaulting Lender shall (provide promptly to the extent Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender Party and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender Party or their respective Affiliates may have. Each Lender Party agrees to notify the Borrower and the Agent promptly after any Affiliate of any of them, but no Obligor such setoff and application; provided that the failure to give such notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5application.
Appears in 1 contract
Sources: Credit and Security Agreement (Manhattan Bridge Capital, Inc)
Setoff. In addition to any Liens granted under any If an Event of Default shall have occurred and be continuing, each Syndication Party and the Loan Documents and any rights now or hereafter available under Applicable LawLetter of Credit Bank, Agent and each Lender (and each of their respective Affiliates) Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Lender Syndication Party, the 1697821.11-New York Server 7A - MSW Letter of Credit Bank, or any of their Affiliates such Affiliate, to or for the credit or the account of Borrower against any Obligor against and on account all of the Obligations obligations of Obligors arising Borrower now or hereafter existing under the Loan Documents to Agent, such Lender this Credit Agreement or any other Loan Document to such Syndication Party, the Letter of Credit Bank or their respective Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent such Syndication Party, the Letter of Credit Bank or such Lender Affiliate shall have made any demand hereunder, (ii) Agent, at the request under this Credit Agreement or with the consent any other Loan Document and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Syndication Party or the Letter of Credit Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Syndication Party shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 15.30 and, pending such payment, shall be segregated by such Defaulting Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Letter of Credit Bank, and the Syndication Party, and (y) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it Defaulting Syndication Party shall not, without the express consent of the Required Lenders, and that it shall (provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Bank Debt owing to such Defaulting Syndication Party as to which it exercised such right of setoff. The rights of each Syndication Party, the Letter of Credit Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that it is lawfully entitled such Syndication Party, the Letter of Credit Bank or their respective Affiliates may have. Each Syndication Party and the Letter of Credit Bank agrees to do so) upon notify Borrower and the request of Administrative Agent promptly after any such setoff and application; provided that the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, failure to give such Lender or any Affiliate of any of them, but no Obligor notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5application.
Appears in 1 contract
Sources: Credit Agreement (CHS Inc)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owning by such Lender or any of their Affiliates its Affiliates, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Obligors arising the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and, each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to AgentAdministrative Agent and, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Sources: Second Lien Credit Agreement (SMART Technologies Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrowers or any other Person (Holdings, any such notice being hereby expressly waived)waived by each Loan Party to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Obligors arising Holdings. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and its Affiliates, each Lender (and its Affiliates and each of their respective Affiliates) L/C Issuer and its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on their own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness (in any currency) at any time owing by, such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent, such Lender, such L/C Issuer or such Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Agent or its Affiliates, such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and on account L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of the Obligations such setoff and application. The rights of Obligors arising each Agent, each Lender and each L/C Issuer under the Loan Documents this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Sources: Credit Agreement (Solaris Energy Infrastructure, Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lender provided by Law, Agent upon the occurrence and each during the continuance of any Event of Default, the Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by such by, the Lender or any of their and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of Obligations owing to the Lender and its Affiliates hereunder or under any nature other Loan Document, now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such the Lender or Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) denominated in a currency different from that of the Collateral applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by the Lender or its Affiliates, as the case may be, to or for the Obligations credit or the account of any Subsidiary of a Loan Party which is adequate. Notwithstanding not a “United States person” within the foregoing, each meaning of Agent and Lenders agree with each other that it shall not, without the express consent Section 7701(a)(30) of the Required Lenders, Code unless such Subsidiary is not a direct or indirect subsidiary of Holdings. The Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by the Lender; provided that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by and application. The rights of the absence Administrative Agent, the Lender under this Section 11.09 are in addition to other rights and remedies (including other rights of such consent. If any party (or its Affiliatesetoff) exercises that the right of setoff provided for hereunderAdministrative Agent, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Lender may have.
Appears in 1 contract
Sources: First Lien Pari Passu Credit Agreement (Sabre Corp)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owning by such Lender or any of their its Affiliates to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect Subsidiary of Obligors arising the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatehave. Notwithstanding the foregoing, each of Agent and Lenders agree no amounts set off with each other that it respect to any Guarantor shall not, without the express consent of the Required Lenders, and that it shall (be applied to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence Excluded Swap Obligation of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Cole Haan, Inc.)
Setoff. (a) In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender and its Affiliates hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender or Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lenders, applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by and application. The rights of the absence Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such consentLender may have.
(b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO BANK OR THE ADMINISTRATIVE AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED BANKS OR, TO THE EXTENT REQUIRED BY SECTION 10.01 OF THIS AGREEMENT, ALL OF THE BANKS, OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY BANK OR THE ADMINISTRATIVE AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED BANKS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. If any party THIS SUBSECTION (or its Affiliateb) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE BANKS AND THE ADMINISTRATIVE AGENT HEREUNDER.
Appears in 1 contract
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors Borrowers at any time that an Event of Default exists, without notice to any Obligors Borrowers or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Obligor Borrower against and on account of the Obligations of Obligors Borrowers arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, Lenders shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor Borrower shall have any a claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.512.5.
Appears in 1 contract
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent The Company agrees for itself and each other Loan Party that the Administrative Agent, each Lender (and the Issuing Lender have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, the Company, for itself and each other Loan Party. If an Event of Default shall have occurred and be continuing, the Administrative Agent, each Lender, the Issuing Lender, and each of their respective Affiliates) Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or and other obligations (in whatever currency) at any time owing by the Administrative Agent, such Lender, the Issuing Lender or any of their Affiliates such Affiliate to or for the credit or the account of the Company or any Obligor other Loan Party against any and on account all of the Obligations obligations of Obligors arising the Company or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreementthe Issuing Lender, irrespective of whether or not (i) Agent such the Administrative Agent, Lender or such the Issuing Lender shall have made any demand hereunder, (ii) Agent, at the request under this Agreement or with the consent any other Loan Document and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though Company or such Obligations Loan Party may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent are owed to a branch or office of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Administrative Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim the Issuing Lender different from the branch or cause of action against Agent office holding such deposit or any Lender for any setoff made without the consent obligated on such indebtedness. The rights of the Required Lenders Administrative Agent, each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender, the Issuing Lender or their respective Affiliates may have. The Administrative Agent, each Lender and the Issuing Lender agrees to notify the Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. In the event that any Defaulting Lender shall exercise any such setoff right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates may have. The provisions of this Section shall not be impaired construed to apply to (x) any payment made by or on behalf of the absence Company pursuant to and in accordance with the express terms of such consent. If any party this Agreement (or its Affiliateincluding the application of funds arising from the existence of a Defaulting Lender), (y) exercises the right application of setoff Cash Collateral provided for hereunderin this Agreement or the Guaranty and Collateral Agreement, such party or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this Section shall be obligated apply). Each Loan Party consents to share any such setoff in the manner foregoing and agrees, to the extent required by Section 13.5it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
Appears in 1 contract
Sources: Credit Agreement (Cpi Corp)
Setoff. In addition Borrower hereby grants to any Liens granted under any of the Loan Documents Lender a security interest in, and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors or any other Person Borrower (any such notice being hereby expressly waivedwaived by the Borrower), to set off and to appropriate and apply apply, any and all deposits, accounts and deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by Lender, or any branch, subsidiary, or affiliate of Lender, and all other indebtedness at any time owing by such Lender or any branch, subsidiary, or affiliate of their Affiliates Lender, to or for the credit or the account of Borrower (including all accounts held jointly with another, but excluding any Obligor IRA or Keogh accounts, or any trust accounts for which a security i▇▇▇rest ▇▇▇▇d be prohibited by law), against any and on account all of the Obligations of Obligors arising Borrower now or hereafter existing under the Loan Documents to AgentDocuments. Such security interest may be enforced, and such right of setoff may be exercised, by Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of (i) whether or not (i) Agent or such Lender shall have made any demand hereunder, under the Loan Documents and (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though whether such Obligations may be contingent are contingent, matured, or unmatured or (iii) unmatured. Lender agrees promptly to notify Borrower after any such setoff and application, provided that the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it failure to give such notice shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence and application. The rights of such consent. If any party Lender under this paragraph are in addition to other rights and remedies (or its Affiliateincluding, without limitation, other rights of setoff) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5which Lender may have.
Appears in 1 contract
Sources: Credit Agreement (Across America Real Estate Development Corp)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable LawLenders provided by law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that if an Event of Default exists, each Lender is authorized at any time and from time to time, without prior notice to any Obligors or any other Person (the Company, any such notice being hereby expressly waived)waived by the Company to the fullest extent permitted by law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other indebtedness at any time owing by to, such Lender or any of their Affiliates to or for the credit or the account of the Company against any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature obligations owing to such Lender, now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) the Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any Loan Document and even though whether such Obligations obligations may be contingent or unmatured or (iii) unmatured. Each Lender agrees to promptly notify the Collateral for Company and the Obligations is adequate. Notwithstanding Agent after any such setoff and application made by such Lender; PROVIDED, HOWEVER, that the foregoing, each of Agent and Lenders agree with each other that it failure to give such notice shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence and application. The rights of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff each Lender under this Section 10.09 are in the manner and addition to the extent required by Section 13.5other rights and remedies (including other rights of setoff) that such Lender may have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE COMPANY, HELD OR MAINTAINED BY ANY LENDER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS.
Appears in 1 contract
Sources: Credit Agreement (Apartment Investment & Management Co)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Obligors arising Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatehave. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.728
Appears in 1 contract
Sources: Credit Agreement
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be (i) owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness or (ii) contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Obligors arising under the Loan Documents Borrower. Each Lender and L/C Issuer agrees promptly to Agent, notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or any L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of their Affiliates, including all Loans such setoff and LC Obligations and all claims application. The rights of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) the Administrative Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoingeach Lender, each of Agent L/C Issuer and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause the foregoing under this Section 10.09 are in addition to other rights and remedies (including other rights of action against Agent or any Lender for any setoff made without setoff) that the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderAdministrative Agent, such party shall be obligated to share any Lender, such setoff in the manner and to the extent required by Section 13.5L/C Issuer or such Affiliate may have.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, subject to the exclusive right of the Administrative Agent and the Collateral Agent to exercise remedies under Section 9.11, each Lender (and its Affiliates and each of their respective Affiliates) L/C Issuer and its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors Parent Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by Parent Borrower (on its own behalf and on behalf of each Loan Party and the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (demand, provisional or final, but not including trust excluding any payroll, trust, or Tax withholding accounts)) and any other Debt at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against Subsidiary of a Loan Party that is a Foreign Subsidiary of a U.S. Subsidiary or a U.S. Foreign Holding Company. Each Lender and on account of L/C Issuer agrees promptly to notify Parent Borrower and the Obligations of Obligors arising under the Loan Documents to Agent, Administrative Agent after any such set off and application made by such Lender or any of their AffiliatesL/C Issuer, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or as the case may be; provided that the failure to give such notice shall not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and affect the validity of any such setoff shall not be impaired by and application. The rights of the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunderAdministrative Agent, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.each 232 #96352060v15 #96352060v15
Appears in 1 contract
Sources: Second Libor Transition Amendment (Primo Water Corp /CN/)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and its Affiliates, each Lender (and its Affiliates and each of their respective Affiliates) L/C Issuer and its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on their own behalf and on behalf of each Loan Party and its respective Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness (in any currency) at any time owing by, such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent, such Lender, such L/C Issuer or such Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Agent or its Affiliates, such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company and on account that is not itself a Loan Party. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of the Obligations such setoff and application. The rights of Obligors arising each Agent, each Lender and each L/C Issuer under the Loan Documents this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Sources: Credit Agreement (Paycor Hcm, Inc.)
Setoff. In addition Regardless of the adequacy of any collateral, if any Event of Default shall have occurred and be continuing, any deposits or other sums credited by or due from the Administrative Agent or any other Creditor Party to any Liens granted under either Borrower or any of the Loan Documents Guarantors and any rights now securities or hereafter available under Applicable Law, Agent and each Lender (and each other property of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default exists, without notice to any Obligors either Borrower or any of the Guarantors in the possession of the Administrative Agent or such other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such Lender Creditor Party or any of their respective Affiliates to or for may, at any time, solely with the credit or the account of any Obligor against and on account consent of the Obligations of Obligors arising under the Loan Documents to Administrative Agent, and, with respect to such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or other Creditor Party with the consent of the Required Lenders, shall have declared without demand or notice (any such notice being expressly waived by the principal Borrowers and the Guarantors), in whole or in part, be applied to or set off by the Administrative Agent or such other Creditor Party against the payment of Obligations, now existing or hereafter arising, of the Borrowers or any of the Guarantors to the Administrative Agent or such other Creditor Party regardless of the adequacy of any other collateral securing the Loans. The Administrative Agent and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders the other Creditor Parties agree with and among each other that it (i) if an amount to be set off is to be applied to Indebtedness of the Borrowers or any of the Guarantors to the Administrative Agent or such other Creditor Party, such amount shall notbe applied ratably first to Obligations owed to the Creditor Party exercising such right of set off and pro rata to any other similarly situated Creditor Parties, and then to the Obligations owed all other Creditor Parties, including, without limitation, Reimbursement Obligations owed to the express consent of the Required Issuing Bank or all Lenders, and (ii) if the Administrative Agent or such other Creditor Party shall receive from either Borrower or any Guarantor or any other source, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by this Credit Agreement in the name of, or constituting Reimbursement Obligations owed to, the Administrative Agent or such other Creditor Party by proceedings against a Borrower or a Guarantor at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owed to the Administrative Agent or such other Creditor Party any amount in excess of its ratable portion of the payments received by all of the Creditor Parties with respect to the debt evidenced hereby corresponding to all of the Creditor Parties, such Creditor Party will make such disposition and arrangements with the other Creditor Parties with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Creditor Party receiving in respect of the debt evidenced hereby in its name or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that it if all or any part of such excess payment is thereafter recovered from such Creditor Party, such disposition and arrangements shall (be rescinded and the amount restored to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of themrecovery, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consentinterest. If any party (or its Affiliate) exercises the right of setoff provided for hereunderANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5PRIOR TO THE ADMINISTRATIVE AGENT OR ANY OTHER CREDITOR PARTY EXERCISING ANY RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF EITHER BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Chartermac)
Setoff. (i) The right to setoff against the First Installment Payment shall be available, in accordance with the provisions of subsections (ii) and (iii) below, to compensate each Buyer Indemnitee for all Damages subject to indemnification pursuant to this Article VII, incurred or sustained by such Buyer Indemnitee; provided, however, that any such claim for setoff against the First Installment Payment shall be subject to the limitations set forth in Sections 7.04 and 8.02.
(ii) In addition the event of a claim against the First Installment Payment, the Buyer shall give notice (a “Setoff Notice”) to the Seller specifying in reasonable detail the nature and dollar amount (or a good faith estimate of the dollar amount) of any Damages it has or may have sustained under this Article VII. If the Seller gives notice to the Buyer disputing any Damages (a “Counter Notice”) within fifteen (15) Business Days following receipt by the Seller of the Setoff Notice, such dispute will be resolved as provided in subsection (iii) below. If no Counter Notice is received by the Buyer within such fifteen-day (15-day) period, then the dollar amount of Damages claimed by the Buyer as set forth in its Setoff Notice shall be conclusively deemed a liability of the Seller for purposes of this Agreement and Buyer shall deduct the amount claimed in the Setoff Notice from the First Installment Payment. The Buyer may make more than one claim of Damages with respect to any Liens granted under any underlying state of facts. If a Counter Notice is given with respect to a claim for setoff against the First Installment Payment, the parties shall resolve the conflict in accordance with the procedures set forth in Section 9.09.
(iii) On the applicable date for payment of the Loan Documents First Installment Payment, the Buyer shall pay and distribute the First Installment Payment (less any rights now amounts established for setoff pursuant to the provisions of this subsection 7.03(b) or hereafter available under Applicable Lawin accordance with the procedures set forth in Section 9.09), Agent unless any claims against the First Installment Payment are then pending, in which case an amount equal to the aggregate dollar amount (or a good faith estimate of the dollar amount) of such claims (as shown in the Setoff Notice with respect to such claims) shall be retained by the Buyer until the conflict is resolved in accordance with the procedures set forth in Section 12.09 and each Lender the balance of the First Installment Payment shall be paid to the Seller.
(and each iv) In the event the Buyer retains any portion of their respective Affiliatesthe First Installment Payment that is later established (pursuant to the provisions of this subsection 7.03(b) is hereby authorized by Obligors at any time that an Event of Default exists, without notice or in accordance with the procedures set forth in Section 9.09) to any Obligors or any other Person be payable to the Seller (any such notice being hereby expressly waivedamount, the “Installment Balance”), the Buyer shall promptly pay to set off and the Seller in cash an amount equal to appropriate and apply any and all deposits, general or special (including certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and Installment Balance plus interest on the Loans Installment Balance at a simple rate of five percent (5%) per annum commencing on the date set for payment of the First Installment Payment and other amounts due hereunder the date the Buyer delivers the Installment Balance to be due the Seller.
(v) Except as set forth in Sections 7.04 and payable as permitted by 9.09, the Selling Parties and the Buyer agree that from and after the Closing claims for setoff against the First Installment Payment are the exclusive remedy of the Buyer for any breach of this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Selling Parties.
Appears in 1 contract
Sources: Asset Purchase Agreement (Green Plains Renewable Energy, Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender and its Affiliates hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender or Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) unmatured. Each Lender agrees promptly to notify the Collateral for Borrower and the Obligations is adequate. Notwithstanding Administrative Agent after any such set off and application made by such Lender; provided, that the foregoing, each of Agent and Lenders agree with each other that it failure to give such notice shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrower’s obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.05(b)(ii).
Appears in 1 contract
Sources: Credit Agreement (Erie Shores Emergency Physicians, Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or US-DOCS\79529473.13 indirect subsidiary of Obligors arising the Borrower. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrowers (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special special, time or demand, provisional or final) (including certificates of other than amounts held in (i) payroll or Tax withholding accounts, (ii) employee benefit accounts, (iii) trust ac-counts, or (iv) escrow accounts or similar security deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held by, and other Indebtedness at any time owing to, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Restricted Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Obligors arising Holdings. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their Affiliates to or for the credit or the account of the respective Loan Parties against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lendersapplicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, and however, that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary does not constitute such an asset and (b) the provisions hereof shall not be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrower's obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.05(b)(ii).
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Company or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Company (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their Affiliates to or for the credit or the account of the respective Loan Parties against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) denominated in a currency different from that of the Collateral applicable deposit or Indebtedness; provided that, in the case of any such deposits or other Indebtedness for the Obligations is adequate. Notwithstanding credit or the foregoingaccount of any Foreign Subsidiary, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder such set off may only be against any accounts Obligations of Foreign Subsidiaries. Each Lender agrees promptly to notify the Company and the Administrative Agent after any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor set off and application made by such Lender; provided that the failure to give such notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Company or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrowers’ obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.05(b)(ii).
Appears in 1 contract
Setoff. In Subject to the terms of the Intercreditor Agreements, in addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender and its Affiliates or any of their Affiliates the L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender and its Affiliates or the L/C Issuer and its Affiliates hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender or Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lendersapplicable deposit or Indebtedness. Each Lender and the L/C Issuer agrees promptly to notify the Borrower and the Administrative Agents after any such setoff and application made by such Lender or the L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application; provided, further, that it shall (any recovery by any Lender, the L/C Issuer or any Affiliate pursuant to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts under this section 10.09 is subject to the provisions of any Obligor now or hereafter maintained with Section 8.04(d). The rights of each Administrative Agent, each Lender and the L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Administrative Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5L/C Issuer may have.
Appears in 1 contract
Sources: Credit Agreement (Travelport LTD)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and on account L/C Issuer agrees promptly to notify the Company and the applicable Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of the Obligations such setoff and application. The rights of Obligors arising each Administrative Agent, each Lender and each L/C Issuer under the Loan Documents this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequatehave. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5.232 #95598837v24
Appears in 1 contract
Setoff. In addition Borrower hereby grants to any Liens granted under any each Lender a lien, security interest and a right of the Loan Documents setoff as security for all liabilities and any rights obligations to such Lender, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter available under Applicable Lawin the possession, Agent and each Lender (and each custody, safekeeping or control of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default exists, without notice to any Obligors or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Obligor against and on account of the Obligations of Obligors arising entity under the Loan Documents to Agent, control of such Lender or in transit to any of their Affiliatesthem which may be exercised only following the occurrence of an Event of Default. At any time following the occurrence of an Event of Default, including all Loans without demand or notice, Agent or Lender may set off the same or any part thereof and LC Obligations apply the same to any liability or obligation of Borrower subject to the provisions of Section 23.2(f) even though unmatured and all claims regardless of the adequacy of any nature other collateral securing the Loan. ANY AND ALL RIGHTS TO REQUIRE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Agent shall not be required to marshal any present or description arising out of future security for, or guarantees of, the obligations or to resort to any, such security or guarantee in connection with this Agreementany particular order and Borrower waives, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the fullest extent that it is lawfully entitled can, (a) any right it might have to do sorequire Agent to pursue any particular remedy before proceeding against it and (b) upon any right to the request benefit of, or to direct the application of the Required Lenders, exercise its setoff rights hereunder against any accounts proceeds of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without Collateral until the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff obligations are paid in the manner and to the extent required by Section 13.5full.
Appears in 1 contract
Sources: Construction Loan Agreement (CNL Growth Properties, Inc.)
Setoff. (a) In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender (and each of their respective Affiliates) Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by each Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other 193389590_5 Indebtedness at any time owing by by, such Agent, such Lender or any of their and/or such Affiliates to or for the credit or the account of the respective Loan Parties against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to such Agent, such Lender and/or such Affiliates hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender or Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lenders, applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set off and application made by such Lender; provided that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such consentAgent and such Lender may have.
(b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER OR AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR, TO THE EXTENT REQUIRED BY SECTION 10.01 OF THIS AGREEMENT, ALL OF THE LENDERS, OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR ANY AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. If any party THIS SUBSECTION (or its Affiliateb) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER.
Appears in 1 contract
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that If an Event of Default existsor Prepayment Trigger Event shall have occurred and be continuing, without notice each Syndication Party and each of its Affiliates is hereby authorized at any time and from time to any Obligors or any other Person (any such notice being hereby expressly waived)time, to the fullest extent permitted by Applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Lender Syndication Party or any of their Affiliates such Affiliate, to or for the credit or the account of any Obligor against any and on account all of the Obligations obligations of Obligors arising any Obligor now or hereafter existing under the Loan Documents to Agent, such Lender this Credit Agreement or any of their other Loan Document to such Syndication Party or its Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent such Syndication Party or such Lender Affiliate shall have made any demand hereunder, (ii) Agent, at the request under this Credit Agreement or with the consent any other Loan Document and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations Obligor may be contingent or unmatured or are owed to a branch, office or Affiliate of such Syndication Party different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Syndication Party shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 15.29 and, pending such payment, shall be segregated by such Defaulting Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Syndication Party, and (y) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it Defaulting Syndication Party shall not, without the express consent of the Required Lenders, and that it shall (provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Bank Debt owing to such Defaulting Syndication Party as to which it 87 exercised such right of setoff. The rights of each Syndication Party and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that it is lawfully entitled such Syndication Party or its Affiliates may have. Each Syndication Party agrees to do so) upon notify the request of relevant Obligor and the Required Lenders, exercise its Administrative Agent promptly after any such setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, and application; provided that the failure to give such Lender or any Affiliate of any of them, but no Obligor notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5application.
Appears in 1 contract
Sources: Pre Export Credit Agreement
Setoff. In Notwithstanding anything contained herein to the contrary, and as a non-exclusive alternative to the right of the Purchaser to indemnification hereunder, and in addition to any Liens granted under any of all other remedies provided by law, but subject to the Loan Documents provisions hereof, the Purchaser has the absolute and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default exists, without notice to any Obligors or any other Person (any such notice being hereby expressly waived), unconditional right to set off and to appropriate and apply any and all deposits, general or special (including certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account amount of any Obligor Claim against and on account unpaid installments of the Obligations cash portion of Obligors arising the Purchase Price as they become due under Section 1.3(b), above. If the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims disposition of any nature Claim results in a payment being made by the Company (and Subsidiaries) or description arising out by the Purchaser of cash or in connection with this Agreementother evidence of value, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired accomplished by a reduction in the absence amount of the next due installment, and thereafter of each succeeding installment, until the amount of such consentsetoff has been deducted in full. In the event that the Purchaser claims to be entitled to assert a right of setoff hereunder, it shall so notify the Seller not less than 15 days prior to the due date of any Purchase Price against which such setoff is asserted. Such notice shall set forth the nature and the amount of the Claim which is the basis of the asserted setoff. If any party (within 10 days of the giving of such notice, the Seller shall notify the Purchaser that the Seller does not agree with the amount or its Affiliate) exercises validity of the Claim, and if the amount and validity of the Claim has not theretofore been determined by a final order of a court of competent jurisdiction, then at the time the payment to the Seller against which the right of setoff provided for hereunderis asserted becomes due, such the Purchaser shall deposit the amount of the asserted setoff with an escrow agent mutually acceptable to the parties. If the parties are unable to agree on a mutually acceptable escrow agent, each party shall choose an escrow agent, ant the two escrow agents shall then choose a third escrow agent to serve as escrow agent hereunder. Any such deposit by Purchaser shall be obligated deemed to share any such setoff in constitute the manner and fulfillment of its obligation to make payment to the extent required by Seller of the amount so deposited, and conversely, any failure to make such deposit shall be deemed a default under Section 13.51.3(b).
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and its Affiliates, each Lender (and its Affiliates and each of their respective Affiliates) L/C Issuer and its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness (in any currency) at any time owing by, such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent and its Affiliates, such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent, such Lender, such L/C Issuer or such Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from [[DMS:8111776v4:09/22/2025--04:19 PM]] that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates and each L/C Issuer and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Agent or its Affiliates, such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and on account L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of the Obligations such setoff and application. The rights of Obligors arising each Agent, each Lender and each L/C Issuer under the Loan Documents this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Sources: Credit Agreement (RingCentral, Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and each of their respective Affiliates) Secured Party is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not including trust accounts)) and any other Debt a Loan Party, at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their Affiliates to or for the credit or the account of the respective Loan Parties against any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of Obligations owing to such Secured Party hereunder or under any nature other Loan Document, now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (iiiincluding other rights of setoff) that the Collateral for Administrative Agent and such Secured Party may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be available for, payment of the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required LendersBorrower or any Domestic Subsidiary, it being understood that (a) up to 65% of each class of Equity Interests of a Foreign Subsidiary that is directly owned by a Domestic Subsidiary does not constitute such an asset (and that it shall (may be pledged to the extent that it is lawfully entitled to do soset forth in Section 6.12) upon and (b) the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff provisions hereof shall not be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrower’s obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.05(b)(ii).
Appears in 1 contract
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available granted under Applicable Lawapplicable law or otherwise, and not by way of limitation of any such rights, during the continuance of an Event of Default, the Administrative Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default existsor from time to time, without presentment, demand, protest or other notice of any kind to any Obligors or any other Person (Grantor, any such notice being hereby expressly waived)waived by each Grantor to the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured or unmatured (but not including trust accounts)special) and any other Debt Indebtedness at any time held or owing by the Administrative Agent or such Lender (including, without limitation, by branches and agencies of the Administrative Agent or any of their Affiliates such Lender wherever located) to or for the credit or the account of any Obligor Grantor against and on account of the Obligations of Obligors arising under such Grantor then due and payable to the Loan Documents to Agent, Administrative Agent or such Lender under this Agreement or under any of their Affiliatesthe other Credit Documents, including including, without limitation, all Loans and LC interests in Obligations of the Borrowers purchased by such Lender pursuant to Section 12.4(b) of the Credit Agreement, and all other claims of any nature or description then due and payable arising out of or in connection connected with this AgreementAgreement or any other Credit Document, irrespective of whether or not (i) the Administrative Agent or such Lender shall have made any demand hereunderhereunder and although said deposits or Indebtedness owing by the Administrative Agent or such Lender, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim be contingent or cause of action against unmatured. The Administrative Agent or any and each Lender for any setoff made without the consent of the Required Lenders and the validity shall notify such Grantor promptly of any such setoff and the application made by the Administrative Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall not be impaired by affect the absence validity of such consentsetoff and application. If any party The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Administrative Agent or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Lender may have.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (ABX Holdings, Inc.)
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that Whenever an Event of Default existsshall have occurred and be continuing, without notice to any Obligors or any other Person (any such notice being the Company hereby expressly waived), irrevocably authorizes each Lender to set off and the Obligations owed to appropriate and apply it (including, without limitation, any and all deposits, general or special (including certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Obligor against and on account of participation in the Obligations of Obligors arising under other Lenders purchased pursuant to Section 7.10 or 7.11) against all deposits and credits of the Loan Documents to AgentCompany with, such Lender or and any of their Affiliates, including all Loans and LC Obligations and all claims of the Company related to this Agreement against, such Lender; provided, however, that no Lender may set off against any nature payment or description arising out delivery obligation of such Lender to the Company pursuant to the terms of any transaction evidenced by (a) the Uncollared Accelerated Stock Buyback transaction dated June 26, 2007 between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or in connection with this Agreement(b) the Collared Accelerated Stock Buyback transaction dated June 26, irrespective of 2007 between the Company and ▇▇▇▇▇▇▇ Sachs & Co. Such right shall exist whether or not (i) the Agent or such Lender shall have made any demand hereunderhereunder or under any other Loan Document, (ii) Agentwhether or not such indebtedness, at or any part thereof, or deposits and credits held for the request or with the consent account of the Required LendersCompany is or are matured or unmatured, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent regardless of the Required Lendersexistence or adequacy of any collateral, and that it shall (guaranty or any other security, right or remedy available to the extent that it Lenders. Each Lender agrees that, as promptly as is lawfully entitled to do so) upon reasonably possible after the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff right, it shall notify the Agent and the Company of its exercise of such setoff right; provided, however, that the failure of any Lender to provide such notice shall not be impaired by affect the absence validity of the exercise of such consentsetoff rights. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party Nothing in this Agreement shall be obligated deemed a waiver or prohibition of or restriction on any rights of banker’s lien, setoff and counterclaim available to share any such setoff in the manner and Lender pursuant to the extent required by Section 13.5law.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable LawLenders provided by law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that an if a Guarantor Event of Default exists, then irrespective of whether the Agent or such Lender shall have made demand under this Guaranty and whether such obligations may be contingent or unmatured, each Lender is authorized at any time and from time to time, without prior notice to any Obligors or any other Person (Guarantor, any such notice being hereby expressly waived)waived to the fullest extent permitted by law, to set off and to appropriate and apply place a hold (in the full amount of the Guarantied Indebtedness) against any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of such Guarantor and, provided that Guarantor shall then be obligated to pay all sums due and owing on the Guarantied Indebtedness in accordance with Section 2.01(b) hereof, to set off and apply any Obligor against and on all such deposits and other indebtedness at any time owing to such Lender to or for the credit or the account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or Guarantor against any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreementobligations owing to such Lender, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agentexisting. Each Lender agrees to promptly notify the affected Guarantor and the Agent after any such hold, setoff or application made by such Lender or any Affiliate of any of themLender; PROVIDED, but no Obligor HOWEVER, that the failure to give such notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence and application. The rights of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff each Lender under this Section 10.09 are in the manner and addition to the extent required by Section 13.5other rights and remedies (including other rights of setoff) that such Lender may have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY GUARANTOR HELD OR MAINTAINED BY ANY LENDER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS.
Appears in 1 contract
Sources: Payment Guaranty (Apartment Investment & Management Co)
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available granted under Applicable Lawapplicable law and not by way of limitation of any such rights, Agent and upon the occurrence of any Event of Default, each Lender (and each of their its respective Affiliates) is Affiliates and Related Funds and the L/C Issuer are hereby authorized by Obligors each Loan Party at any time that an Event or from time to time, subject to the consent of Default existsAdministrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Obligors Loan Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits, deposits (general or special (special, including Indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (unmatured, but not including trust accountsaccounts (in whatever currency)) and any other Debt Indebtedness at any time held or owing by such Lender and its respective Affiliates and Related Funds or any of their Affiliates L/C Issuer to or for the credit or the account of any Obligor Loan Party (in whatever currency) against and on account of the Obligations obligations and liabilities of Obligors arising any Loan Party to such Lender and its respective Affiliates and Related Funds or L/C Issuer hereunder, the Letters of Credit and participations therein and under the other Loan Documents to Agent, such Lender or any of their AffiliatesDocuments, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection connected hereto, the Letters of Credit and participations therein, or with this Agreementany other Loan Document, irrespective of whether or not (ia) Agent or such Lender and its respective Affiliates and Related Funds shall have made any demand hereunder, (iib) Agentthe principal of, at or the request interest on, the Revolving Credit Loans or with the consent any amounts in respect of the Required Lenders, shall have declared the principal Letters of and interest on the Loans and Credit or any other amounts due hereunder to be shall have become due and payable as permitted by this Agreement pursuant to Article II and even though although such Obligations obligations and liabilities, or any of them, may be contingent or unmatured unmatured, or (iiic) the Collateral for the Obligations such obligation or liability is adequate. Notwithstanding the foregoing, each owed to a branch or office of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender different from the branch or any Affiliate of any of them, but no Obligor shall have any claim office holding such deposit or cause of action against Agent obligation or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Indebtedness.
Appears in 1 contract
Sources: Senior Priority Revolving Credit Agreement (Bumble Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable LawLenders provided by law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that if an Event of Default exists, each Lender is authorized at any time and from time to time, without prior notice to any Obligors or any other Person (Borrower, any such notice being hereby expressly waived)waived by Borrower to the fullest extent permitted by law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other indebtedness at any time owing by to, such Lender or any of their Affiliates to or for the credit or the account of Borrower against any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature obligations owing to such Lender, now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) the Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any Loan Document and even though whether such Obligations obligations may be contingent or unmatured or (iii) unmatured. Each Lender agrees to promptly notify Borrower and the Collateral for Agent after any such setoff and application made by such Lender; PROVIDED, HOWEVER, that the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it failure to give such notice shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence and application. The rights of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff each Lender under this Section 10.9 are in the manner and addition to the extent required by Section 13.5other rights and remedies (including other rights of setoff) that such Lender may have. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF BORROWER, THE REIT, ANY MANAGEMENT ENTITY OR ANY SUBSIDIARY HELD OR MAINTAINED BY ANY LENDER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS.
Appears in 1 contract
Sources: Credit Agreement (Apartment Investment & Management Co)
Setoff. In addition to any Liens granted under any If an Event of Default shall have occurred and be continuing, each Syndication Party and the Loan Documents and any rights now or hereafter available under Applicable LawLetter of Credit Bank, Agent and each Lender (and each of their respective Affiliates) Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Lender Syndication Party, the Letter of Credit Bank, or any of their Affiliates such Affiliate, to or for the credit or the account of Borrower against any Obligor against and on account all of the Obligations obligations of Obligors arising Borrower now or hereafter existing under the Loan Documents to Agent, such Lender this Credit Agreement or any other Loan Document to such Syndication Party, the Letter of Credit Bank or their respective Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent such Syndication Party, the Letter of Credit Bank or such Lender Affiliate shall have made any demand hereunder, (ii) Agent, at the request under this Credit Agreement or with the consent any other Loan Document and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Syndication Party or the Letter of Credit Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Syndication Party shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 15.30 and, pending such payment, shall be segregated by such Defaulting Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Letter of Credit Bank, and the Syndication Party, and (y) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it Defaulting Syndication Party shall not, without the express consent of the Required Lenders, and that it shall (provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Bank Debt owing to such Defaulting Syndication Party as to which it exercised such right of setoff. The rights of each Syndication Party, the Letter of Credit Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that it is lawfully entitled such Syndication Party, the Letter of Credit Bank or their respective Affiliates may have. Each Syndication Party and the Letter of Credit Bank agrees to do so) upon notify Borrower and the request of Administrative Agent promptly after any such setoff and application; provided that the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, failure to give such Lender or any Affiliate of any of them, but no Obligor notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5application.
Appears in 1 contract
Sources: Credit Agreement (CHS Inc)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender and its Affiliates hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) the Administrative Agent or such Lender or Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lendersapplicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, and that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrower’s obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.04(b).
Appears in 1 contract
Sources: Unsecured Term Loan Credit and Guarantee Agreement (RDA Holding Co.)
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors Borrowers at any time that an Event of Default exists, without notice to any Obligors Borrowers or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Obligor either Borrower against and on account of the Obligations of Obligors Borrowers arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor either Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor Borrower shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.512.5.
Appears in 1 contract
Sources: Loan and Security Agreement (Danka Business Systems PLC)
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable LawThe Borrower hereby agrees that, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that if an Event of Default existsshall have occurred and be continuing or shall exist, to the fullest extent permitted by law, if any Obligation of the Borrower shall be due and payable (by acceleration or otherwise), each Lender Party shall have the right, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)the Borrower, to set off setoff against and to appropriate and apply to such Obligation any and indebtedness, liability or obligation of any nature owing to the Borrower by such Lender Party, including but not limited to all depositsdeposits (whether time or demand, general or special (including certificates special, provisionally credited or finally credited, whether or not evidenced by a certificate of deposit deposit) now or hereafter maintained by the Borrower with such Lender Party. Such right shall be absolute and unconditional in all circumstances and, without limitation, shall exist whether or not such Lender Party or any other Person shall have given notice or made any demand to the Borrower or any other Person, whether such indebtedness, obligation or liability owed to the Borrower is contingent, absolute, matured or unmatured (but not including trust accountsit being agreed that such Lender may deem such indebtedness, obligation or liability to be then due and payable at the time of such setoff)) , and regardless of the existence or adequacy of any collateral, guaranty or any other Debt at security, right or remedy available to any time held or owing by such Lender or any of their Affiliates other Person. The Borrower hereby agrees that, to the fullest extent permitted by law, any Participant and any branch, subsidiary or for the credit or the account affiliate of any Obligor against and on account Lender Party or any Participant shall have the same rights of set-off as a Lender Party as provided in this Section (regardless of whether such Participant, branch, subsidiary or affiliate would otherwise be deemed in privity with or a direct creditor of the Obligations Borrower). The rights provided by this Section are in addition to all other rights of Obligors arising under the Loan Documents to Agent, such set-off and banker's lien and all other rights and remedies which any Lender (or any of their Affiliatessuch Participant, including all Loans and LC Obligations and all claims of any nature branch, subsidiary or description arising out of or in connection with affiliate) may otherwise have under this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agentother Loan Document, at the request law or with the consent in equity, or otherwise, and nothing in this Agreement or any Loan Document shall be deemed a waiver or prohibition of the Required Lenders, shall have declared the principal of and interest or restriction on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent rights of set-off or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity bankers' lien of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Person.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender and its Affiliates hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender or Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) unmatured. Each Lender agrees promptly to notify the Collateral for Borrower and the Obligations is adequate. Notwithstanding Administrative Agent after any such set off and application made by such Lender; PROVIDED, that the foregoing, each of Agent and Lenders agree with each other that it failure to give such notice shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrower's obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.05(b)(ii).
Appears in 1 contract
Sources: Credit Agreement (Uici)
Setoff. In addition If an Event of Default shall have occurred and be continuing hereunder with respect to any Liens granted under any of a party (the Loan Documents and any rights now or hereafter available under Applicable Law“Defaulting Party”), Agent and each Lender the other party (and each of their respective Affiliatesthe “Non-Defaulting Party”) is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by Applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held and any other obligations (in whatever currency and whether matured or owing unmatured, contingent or otherwise) at any time owed by such Lender or any of their Affiliates the Non-Defaulting Party to or for the credit or the account of the Defaulting Party under any Obligor other agreements between the Defaulting Party and the Non-Defaulting Party against any and on account all of the Obligations obligations of Obligors arising the Defaulting Party now or hereafter existing under the Loan Documents to Agent, such Lender this Agreement or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this AgreementCollateral Document to the Non-Defaulting Party, irrespective of whether or not (i) Agent or such Lender the Non-Defaulting Party shall have made any demand hereunder, (ii) Agent, at the request under this Agreement or with the consent under any Collateral Document and irrespective of whether such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations Defaulting Party may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent are owed to a branch or office of the Required LendersNon-Defaulting Party different from the branch or office holding such deposit or obligated on such indebtedness, and that it the liability of the Non-Defaulting Party with respect to such deposits or such other obligations shall (be discharged promptly and in all respects to the extent that it is lawfully entitled to do so) upon the request they are so set off. The rights of the Required LendersNon-Defaulting Party under this Section 14 are in addition to any other rights and remedies, exercise its including other rights of setoff, that the Non-Defaulting Party may have by contract or at law. The Non-Defaulting Party agrees to notify the Defaulting Party promptly after any such setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agentand application, provided, however, that the failure to give such Lender or any Affiliate of any of them, but no Obligor notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5application.
Appears in 1 contract
Sources: Securities Lending and Services Agreement (Glenmede Fund Inc)
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available granted under Applicable Lawapplicable law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender (and each of their respective Affiliates) or Issuing Bank is hereby authorized by Obligors each Borrower at any time that an Event of Default existsor from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived), ) to combine accounts or to set off and to appropriate and to apply any and all deposits, deposits (general or special (including special, including, but not limited to, indebtedness evidenced by certificates of deposit deposit, whether matured or unmatured (but not including trust accounts)) and any other Debt Indebtedness at any time held or owing by such Lender Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of any Obligor such Borrower against and on account of the Obligations of Obligors arising under the Loan Documents any Borrowers to Agentsuch Lender, such Lender Issuing Bank or any of their Affiliates, including including, but not limited to, all Loans and LC Obligations Letters of Credit and all claims of any nature or description arising out of or in connection with this Agreementherewith, irrespective of whether or not (i) Agent or such Lender or Issuing Bank shall have made any demand hereunder, hereunder or (ii) the Administrative Agent, at the request or with the consent of the Required Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement Article XI and even though such Obligations may be contingent or unmatured or (iii) unmatured. Each Lender shall give the Collateral for applicable Borrower notice of any action taken pursuant to this Section 14.05 promptly upon the Obligations is adequateoccurrence thereof provided that any failure to do so shall not limit any right of a Lender to take such action. Notwithstanding Each Lender and the foregoing, each of Agent and Lenders agree with each other Issuing Bank agrees that it shall not, without the express consent of the Required Requisite Lenders, and that it shall (shall, to the extent that it is lawfully entitled to do so) , upon the request of the Required Requisite Lenders, exercise its setoff rights hereunder against any accounts of any Obligor Credit Party or any Borrower Subsidiary now or hereafter maintained with Agentsuch Lender, such Lender Issuing Bank or any Affiliate of any of them, but no Obligor shall have any claim such Lender or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (NMHG Holding Co)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Parent Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Parent Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special special, time or demand, provisional or final but excluding any account designated as held for the benefit of any Governmental Authority, employees under any benefit plan (including certificates other than a rabbi trust) or in escrow for the benefit of deposit whether matured or unmatured (but not including trust accounts)a non-Affiliate of the Parent Borrower) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender, L/C Issuer or Affiliate of a Lender or L/C Issuer shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender Lender, L/C Issuer or any of their Affiliates Affiliate, as the case may be, to or for the credit or the account of any Obligor Foreign Subsidiary of a U.S. Loan Party against and on account of the Obligations of Obligors arising the Parent Borrower or any other U.S. Loan Party. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Sources: Credit Agreement (WP Prism Inc.)
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent and its Affiliates, each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrowers or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrowers (on their own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness (in any currency) (other than any payroll, trust and tax accounts) at any time owing by, such Agent and its Affiliates or such Lender and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Agent and its Affiliates, such Lender and its Affiliates or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent, such Lender such Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, none of each Agent and its Affiliates, each Lender and its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Agent or its Affiliates, such Lender or any of their Affiliates its Affiliates, as the case may be, to or for the credit or the account of any Obligor against Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender agrees promptly to notify the Borrowers and on account the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of the Obligations such setoff and application. The rights of Obligors arising each Agent, each Lender under the Loan Documents this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any AMERICAS 112057218 v3 184 [AM_ACTIVE 404836320_6] #99361848v2 deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against and on account Subsidiary of a Loan Party which is not a “United States person” within the meaning of Section 7701(a)(30) of the Obligations Code unless such Subsidiary is not a direct or indirect subsidiary of Obligors arising Holdings. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent but subject to Section 5.5 of the Security Agreement, upon the occurrence and during the continuance of any Event of Default, each Lender (and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other Indebtedness at any time owing by by, such Lender or any of their and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any Obligor against and on account of the all Obligations of Obligors arising under the Loan Documents owing to Agent, such Lender and its Affiliates hereunder or under any of their Affiliatesother Loan Document, including all Loans and LC Obligations and all claims of any nature now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) such Agent or such Lender or Affiliate shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other denominated in a currency different from that it shall not, without the express consent of the Required Lendersapplicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, and that it the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. The rights of the Administrative Agent and each Lender under this Section 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary that is not a Loan Party constitute collateral security for payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is not a Loan Party do not constitute such an asset and (b) the provisions hereof shall not be impaired by limit, reduce or otherwise diminish in any respect the absence of such consent. If Borrower’s obligations to make any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated mandatory prepayment pursuant to share any such setoff in the manner and to the extent required by Section 13.52.04(b).
Appears in 1 contract
Sources: Revolving Credit and Guarantee Agreement (RDA Holding Co.)
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that If an Event of Default existsor Prepayment Trigger Event shall have occurred and be continuing, without notice each Syndication Party and each of its Affiliates is hereby authorized at any time and from time to any Obligors or any other Person (any such notice being hereby expressly waived)time, to the fullest extent permitted by Applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Lender Syndication Party or any of their Affiliates such Affiliate, to or for the credit or the account of any Obligor against any and on account all of the Obligations obligations of Obligors arising any Obligor now or hereafter existing under the Loan Documents to Agent, such Lender this Credit Agreement or any of their other Loan Document to such Syndication Party or its Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent such Syndication Party or such Lender Affiliate shall have made any demand hereunder, (ii) Agent, at the request under this Credit Agreement or with the consent any other Loan Document and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations Obligor may be contingent or unmatured or are owed to a branch, office or Affiliate of such Syndication Party different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Syndication Party shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 15.29 and, pending such payment, shall be segregated by such Defaulting Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Syndication Party, and (y) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it Defaulting Syndication Party shall not, without the express consent of the Required Lenders, and that it shall (provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Bank Debt owing to such Defaulting Syndication Party as to which it exercised such right of setoff. The rights of each Syndication Party and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that it is lawfully entitled such Syndication Party or its Affiliates may have. Each Syndication Party agrees to do so) upon notify the request of relevant Obligor and the Required Lenders, exercise its Administrative Agent promptly after any such setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, and application; provided that the failure to give such Lender or any Affiliate of any of them, but no Obligor notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5application.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable LawBanks provided by law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that if an Event of Default exists, each Bank is authorized at any time and from time to time, without prior notice to any Obligors or any other Person (the Borrowers, any such notice being hereby expressly waived)waived by the Borrowers to the fullest extent permitted by law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held or by, and other indebtedness at any time owing by to, such Lender or any of their Affiliates Bank to or for the credit or the account of the Borrowers against any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature Obligations owing to such Bank, now or description arising out of or in connection with this Agreementhereafter existing, irrespective of whether or not (i) the Agent or such Lender Bank shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any Loan Document and even though although such Obligations may be contingent or unmatured or (iii) unmatured. Each Bank agrees promptly to notify the Collateral for Borrowers and the Obligations is adequate. Notwithstanding Agent after any such setoff and application made by such Bank; PROVIDED, HOWEVER, that the foregoing, each of Agent and Lenders agree with each other that it failure to give such notice shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence and application. The rights of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff each Bank under this Section 10.09 are in the manner and addition to the extent required by Section 13.5other rights and remedies (including other rights of setoff) which the Bank may have. NOTWITHSTANDING THE FOREGOING, NO BANK SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWERS OR ANY SUBSIDIARY OF THE BORROWERS HELD OR MAINTAINED BY THE BANK WITHOUT THE PRIOR WRITTEN CONSENT OF THE MAJORITY BANKS.
Appears in 1 contract
Setoff. In addition If any Buyer Indemnitee is entitled to indemnification in accordance with this Article 9 in an amount in excess of the then-remaining Indemnification Escrow Amount available for distribution, then Buyer shall be required to recover any such amounts due from the Seller Parties under this Agreement by setting off such amounts first solely against the Promissory Note, and then the Consulting Agreement however without prejudice to any Liens granted other legal remedies Buyer may have under the Agreement. Buyer shall provide notice of the exercise of such right of set off to the Seller Parties. The exercise of such right of set off by B▇▇▇▇ will not constitute a breach of this Agreement. Neither the exercise nor the failure to exercise such right of set off will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it.
11. Buyer shall retain the brand for the waste hauling business as Standard Waste Services in the Metro Detroit market after the closing.
12. This Amendment and the Agreement (including the Disclosure Schedules and the Exhibits attached hereto, which are deemed for all purposes to be part of this Agreement), the other documents delivered pursuant to this Amendment, the Agreement, and the Confidentiality Agreement, contain all of the terms, conditions and representations and warranties agreed upon or made by the Parties relating to the subject matter of this Agreement and the businesses and operations of the Company and supersede all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the Parties or their respective Representatives, whether oral or written, respecting such subject matter. Upon the Closing, the Confidentiality Agreement shall hereby automatically terminate without any further action by the Parties and shall be of no further force or effect.
13. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., w▇▇.▇▇▇▇▇▇▇▇.▇▇▇) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.
14. This Amendment and any claim or controversy hereunder shall be governed by and construed in accordance with the Laws of the State of Michigan without giving effect to the principles of conflict of laws thereof.
15. The Parties have participated jointly in the negotiation and drafting of this Amendment. In the event of an ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each provisions of their respective Affiliates) is hereby authorized by Obligors at any time that an Event of Default exists, without notice to any Obligors or any other Person (any such notice being hereby expressly waived), to set off and to appropriate and apply any and all deposits, general or special (including certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by such Lender or any of their Affiliates to or for the credit or the account of any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5Amendment.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Titan Environmental Solutions Inc.)
Setoff. In addition to any Liens granted under any If an Event of Default shall have occurred and be continuing, each Lender, the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (L/C Issuer and each of their respective Affiliates) Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or and other obligations (in whatever currency) at any time owing by such Lender Lender, the L/C Issuer or any of their Affiliates such Affiliate to or for the credit or the account of any Obligor Borrower or any other Loan Party against any and on account all of the Obligations obligations of Obligors arising such Borrower or such Loan Party now or hereafter existing under the this Agreement or any other Loan Documents Document to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreementthe L/C Issuer, irrespective of whether or not (i) Agent or such Lender or the L/C Issuer shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by under this Agreement or any other Loan Document and even though although such Obligations obligations of such Borrower or such Loan Party may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each are owed to a branch or office of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that, in the event that any Affiliate Defaulting Lender shall exercise any such right of any setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of themSection 2.15 and, but no Obligor pending such payment, shall have any claim or cause of action against Agent or any be segregated by such Defaulting Lender from its other funds and deemed held in trust for any setoff made without the consent benefit of the Required clxxii CHAR1\1792192v4 Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5application.
Appears in 1 contract
Setoff. In addition to any Liens granted under any If an Event of Default shall have occurred and be continuing, each Lender, the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Issuing Lender (and each of their respective Affiliates) Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any of their Affiliates such Affiliate to or for the credit or the account of any Obligor Borrower or any other Loan Party against any and on account all of the Obligations obligations of Obligors arising such Borrower or such Loan Party now or hereafter existing under the this Credit Agreement or any other Loan Documents Document to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreementthe Issuing Lender, irrespective of whether or not (i) Agent such Lender or such the Issuing Lender shall have made any demand hereunder, (ii) Agent, at the request under this Credit Agreement or with the consent any other Loan Document and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations Borrower or such Loan Party may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each are owed to a branch or office of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to notify the Borrowers and the Applicable Agent promptly after any Affiliate of any of themsuch setoff and application, but no Obligor provided that the failure to give such notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. Any amounts set off pursuant to this §15 shall not be impaired distributed ratably in accordance with §32 among all of the Lenders by the absence of Lender setting off such consentamount. If any party (or its Affiliate) exercises Lender fails to share such setoff ratably, the Applicable Agent shall have the right to withhold such Lender’s share of setoff provided for hereunderany Borrower’s payments until each of the Lenders shall have, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5aggregate, received a pro rata repayment.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors Borrower at any time that an Event of Default exists, without notice to any Obligors Borrower or any other Person (any such notice being hereby expressly waived), ) to set off and to appropriate and to apply any and all deposits, general or special (including Debt evidenced by certificates of deposit whether matured or unmatured (but not including trust accounts)) and any other Debt at any time held or owing by Agent, such Lender or any of their Affiliates to or for the credit or the account of any Obligor Borrower against and on account of the Obligations of Obligors Borrower arising under the Loan Documents to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations Outstandings and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding Notwith standing the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor Borrower now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor Borrower shall have any no claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5SECTION 12.5.
Appears in 1 contract
Setoff. In addition to any Liens granted under any rights and remedies of the Loan Documents and any rights now or hereafter available under Applicable Lenders provided by Law, Agent upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Lender (L/C Issuer and each of their respective Affiliates) its Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without prior notice to any Obligors the Lead Borrower or any other Person (Loan Party, any such notice being hereby expressly waived)waived by the Lead Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final) and any other Debt at any time held by, and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or any of their its Affiliates or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Obligor against Subsidiary of a Loan Party that is a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and on account L/C Issuer agrees promptly to notify the Lead Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Obligations Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of Obligors arising under setoff) that the Loan Documents to Administrative Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent or such Lender shall have made any demand hereunder, (ii) Agent, at the request or with the consent of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations L/C Issuer may be contingent or unmatured or (iii) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5have.
Appears in 1 contract
Sources: Credit Agreement (Yum Brands Inc)
Setoff. In addition to any Liens granted under any If an Event of the Loan Documents Default shall have occurred and any rights now or hereafter available under Applicable Lawbe continuing, Agent and each Lender (Credit Party and each of their respective Affiliates) branches and Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or and other obligations (in whatever currency) at any time owing by such Lender Credit Party or any of their Affiliates such branch or Affiliate to or for the credit or the account of any Obligor against and on account of the Obligations of Obligors arising under the Loan Documents to Agent, such Lender Party or any of their Affiliates, including all Loans and LC Obligations its Subsidiaries against any and all claims of the obligations of such Loan Party or such Subsidiary now or hereafter existing under this Credit Agreement or any nature other Loan Document to such Credit Party or description arising out of such branch or in connection with this AgreementAffiliate, irrespective of whether or not (i) Agent such Credit Party, branch or such Lender Affiliate shall have made any demand hereunder, (ii) Agent, at the request under this Credit Agreement or with the consent any other Loan Document and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations Loan Party or Subsidiary may be contingent or unmatured or are owed to a branch, office or Affiliate of such Credit Party different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness, provided, that in the event that any Defaulting Lender shall exercise any right of setoff, (iiix) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the Collateral provisions of Section 2.8 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Obligations is adequate. Notwithstanding the foregoing, each benefit of Administrative Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Credit Party and its branches and Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that it such Credit Party and its branches and Affiliates may have. Each Credit Party agrees to notify Borrower Representative and Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall (to the extent that it is lawfully entitled to do so) upon the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Lender or any Affiliate of any of them, but no Obligor shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5application.
Appears in 1 contract
Sources: Credit Agreement (Janel Corp)
Setoff. In addition to any Liens granted under any If an Event of Default shall have occurred and be continuing, each Lender, the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Issuing Lender (and each of their respective Affiliates) Affiliates is hereby authorized by Obligors at any time that an Event of Default existsand from time to time, without notice to any Obligors or any other Person (any such notice being hereby expressly waived)the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any of their Affiliates such Affiliate to or for the credit or the account of any Obligor Borrower or any other Loan Party against any and on account all of the Obligations obligations of Obligors arising such Borrower or such Loan Party now or hereafter existing under the this Credit Agreement or any other Loan Documents Document to Agent, such Lender or any of their Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreementthe Issuing Lender, irrespective of whether or not (i) Agent such Lender or such the Issuing Lender shall have made any demand hereunder, (ii) Agent, at the request under this Credit Agreement or with the consent any other Loan Document and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Collateral Administrative Agent for further application in accordance with the provisions of §6.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the Obligations is adequate. Notwithstanding benefit of the foregoing, each of Administrative Agent and Lenders agree with each other that it shall not, without the express consent of the Required Lenders, and that it (y) the Defaulting Lender shall (provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that it is lawfully entitled to do so) upon such Lender, the request of the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, such Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to notify the Borrowers and the Applicable Agent promptly after any Affiliate of any of themsuch setoff and application, but no Obligor provided that the failure to give such notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff and application. Any amounts set off pursuant to this §15 shall not be impaired distributed ratably in accordance with §32 among all of the Lenders by the absence of Lender setting off such consentamount. If any party (or its Affiliate) exercises Lender fails to share such setoff ratably, the Applicable Agent shall have the right to withhold such Lender’s share of setoff provided for hereunderany Borrower’s payments until each of the Lenders shall have, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5aggregate, received a pro rata repayment.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or hereafter available under Applicable Law, Agent and each Lender (and each of their respective Affiliates) is hereby authorized by Obligors at any time that If an Event of Default existsshall have occurred and be continuing, without notice each Syndication Party and each of its Affiliates is hereby authorized at any time and from time to any Obligors or any other Person (any such notice being hereby expressly waived)time, to the fullest extent permitted by applicable law, to set off and to appropriate and apply any and all deposits, deposits (general or special (including certificates of deposit whether matured special, time or unmatured (but not including trust accounts)demand, provisional or final, in whatever currency) and any other Debt at any time held or owing held, and other obligations (in whatever currency) at any time owing, by such Lender Syndication Party or any of their Affiliates such Affiliate, to or for the credit or the account of Borrower against any Obligor against and on account all of the Obligations obligations of Obligors arising Borrower now or hereafter existing under the Loan Documents to Agent, such Lender this Credit Agreement or any of their other Loan Document to such Syndication Party or its Affiliates, including all Loans and LC Obligations and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) Agent such Syndication Party or such Lender Affiliate shall have made any demand hereunder, (ii) Agent, at the request under this Credit Agreement or with the consent any other Loan Document and although such obligations of the Required Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by this Agreement and even though such Obligations Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Syndication Party different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Syndication Party shall exercise any such right of setoff, (iiix) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 15.30 and, pending such payment, shall be segregated by such Defaulting Syndication Party from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Syndication Party, and (y) the Collateral for the Obligations is adequate. Notwithstanding the foregoing, each of Agent and Lenders agree with each other that it Defaulting Syndication Party shall not, without the express consent of the Required Lenders, and that it shall (provide promptly to the extent Administrative Agent a statement describing in reasonable detail the Bank Debt owing to such Defaulting Syndication Party as to which it exercised such right of setoff. The rights of each Syndication Party and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that it is lawfully entitled such Syndication Party or its Affiliates may have. Each Syndication Party agrees to do so) upon notify Borrower and the request of Administrative Agent promptly after any such setoff and application; provided that the Required Lenders, exercise its setoff rights hereunder against any accounts of any Obligor now or hereafter maintained with Agent, failure to give such Lender or any Affiliate of any of them, but no Obligor notice shall have any claim or cause of action against Agent or any Lender for any setoff made without the consent of the Required Lenders and not affect the validity of any such setoff shall not be impaired by the absence of such consent. If any party (or its Affiliate) exercises the right of setoff provided for hereunder, such party shall be obligated to share any such setoff in the manner and to the extent required by Section 13.5application.
Appears in 1 contract
Sources: Credit Agreement (CHS Inc)