Clarification of Setoff Rights Sample Clauses

Clarification of Setoff Rights. (a) BLE and Cargill hereby acknowledge and agree that (i) the Goods and Services Agreements, together with this Omnibus Agreement, the PTE Omnibus Agreement and the Goods and Services Agreements (as defined in the PTE Omnibus Agreement) (collectively, the “Cargill Goods and Services Agreements”) constitute and shall be deemed to be a “master netting agreement” and that the Parties, together with PTE shall be deemed to be “master netting participants” within the meaning of, and as such terms are used in, any law applicable to the Parties’ rights herein, including the Bankruptcy Code, and (ii) all nettings, liquidations, and setoffs of the Aggregate Exposure of Cargill (as defined in the Master Agreement and amended hereby) by Cargill against amounts owed to BLE and PTE, as well as all other netting, liquidation, and setoffs effectuated pursuant to the Cargill Goods and Services Agreements will be governed by the following provisions of the Bankruptcy Code in the event of the bankruptcy of either BLE or PTE: (A) Sections 556, 560, 561 and 562; (B) Sections 362(b)(6), (17) and (27); (C) Sections 546(e), (g) and (j); and (D) Section 548(d)(2). (b) The Parties agree that the setoffs and netting contemplated hereunder arise under swap agreements, forward contracts, master netting agreements or commodity contracts (as applicable) and constitute “settlement payments” as set forth in Sections 101 and 741 of the Bankruptcy Code. The Parties further intend that the Cargill Goods and Services Agreements and the transactions occurring thereunder constitute “forward contracts,” “commodity contracts,” “master netting agreements,” or “swap agreements” (as applicable), as such terms are defined in the Bankruptcy Code. (c) With respect to the Cargill Goods and Services Agreements and any transactions thereunder or related thereto that constitute: (i) a “forward contract,” each party thereto constitutes a “forward contract merchant”; (ii) a “commodity contract,” each party thereto constitutes a “commodity broker,” (iii) a “swap agreement,” each party thereto constitutes a “swap participant,” and (iv) a “master netting agreement,” each party thereto constitutes a “master netting agreement participant,” within the meaning of, and as such terms are used in, the Bankruptcy Code or any law applicable to the Parties’ rights herein, whether now or hereafter enacted or made applicable. The Parties agree that the Cargill Goods and Services Agreements and all of the transactions hereu...
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Related to Clarification of Setoff Rights

  • Rights of Setoff If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or 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, (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 2.15 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, the L/C Issuer 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 Borrower 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.

  • Right of Setoff If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

  • Waiver of Setoff Each of the parties hereto hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time to time against any Lender or its assets.

  • No Right of Setoff Neither party hereto nor any affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons may owe to the other party hereto or any of it affiliates any amounts owed by such other party or its affiliates to the first party or its affiliates.

  • Sharing of Setoffs Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.