Common use of Waiver of Set Off Clause in Contracts

Waiver of Set Off. No holder of a Note may exercise or claim any right of set-off in respect of any amount owed to it by the Issuer arising under or in connection with the Notes and each holder of a Note shall, by virtue of its subscription, purchase or holding of any such Note, be deemed to have waived all such rights of set-off. Notwithstanding the provisions of the foregoing sentence, if any of the said rights and claims of any Noteholder of a Note against the Issuer is discharged by set-off, such Noteholder will immediately pay an amount equal to the amount of such discharge to the Issuer or, in the event of winding-up of the Issuer, the liquidator of the Issuer and accordingly such discharge will be deemed not to have taken place, and until such payment is made shall hold an amount equal thereto in trust for the Issuer or, as the case may be, the liquidator of the Issuer. For the purposes of these Terms and Conditions: 2015 Regulations means S.I. No. 289 of 2015 – European Union (Bank Recovery and Resolution) Regulations 2015, as amended (including by the 2019 Regulations) and as may be further amended or superseded from time to time. 2019 Regulations means S.I. No. 127 of 2019 – European Union (Bank Recovery and Resolution) Regulations 2019, as may be amended or superseded from time to time. 2020 Regulations means S.I. No. 713 of 2020 – European Union (Bank Recovery and Resolution) (Amendment) Regulations 2020, as may be amended or superseded from time to time. Bank Recovery and Resolution Regulations means the 2015 Regulations, the 2019 Regulations and the 2020 Regulations read together (and as may be further amended, supplemented or superseded from time to time). Companies Act means the Companies Act 2014 (No. 38 of 2014) of Ireland, as amended (including by the Bank Recovery and Resolution Regulations) and as may be further amended or superseded from time to time.

Waiver of Set Off. No holder of a Note may exercise or claim any right of set-off in respect of any amount owed to it by the Issuer arising under or in connection with the Notes and each holder of a Note shall, by virtue of its subscription, purchase or holding of any such Note, be deemed to have waived all such rights of set-off. Notwithstanding the provisions of the foregoing sentence, if any of the said rights and claims of any Noteholder of a Note against the Issuer is discharged by set-off, such Noteholder will immediately pay an amount equal to the amount of such discharge to the Issuer or, in the event of winding-up of the Issuer, the liquidator of the Issuer and accordingly such discharge will be deemed not to have taken place, and until such payment is made shall hold an amount equal thereto in trust for the Issuer or, as the case may be, the liquidator of the Issuer. For the purposes of these Terms and Conditions: 2015 Regulations means S.I. No. 289 of 2015 – European Union (Bank Recovery and Resolution) Regulations 2015, as amended (including by the 2019 Regulations) and as may be further amended or superseded from time to time. 2019 Regulations means S.I. No. 127 of 2019 – European Union (Bank Recovery and Resolution) Regulations 2019, as may be amended or superseded from time to time. 2020 Regulations means S.I. No. 713 of 2020 – European Union (Bank Recovery and Resolution) (Amendment) Regulations 2020, as may be amended or superseded from time to time. Bank Recovery and Resolution Regulations means the 2015 Regulations, the 2019 Regulations and the 2020 Regulations read together (and as may be further amended, supplemented or superseded from time to time). Companies Act means the Companies Act 2014 Xxx 0000 (No. 38 of 2014) of Ireland, as amended (including by the Bank Recovery and Resolution Regulations) and as may be further amended or superseded from time to time.