Limitation on Set-off Clause Samples
A Limitation on Set-off clause restricts a party’s ability to offset amounts they owe under a contract against amounts they believe are owed to them by the other party. In practice, this means that if one party has a claim or counterclaim, they cannot unilaterally deduct that amount from payments due; instead, they must pay the full amount owed and pursue their claim separately. This clause ensures that payment obligations are met in full and on time, preventing disputes over deductions and maintaining clear financial arrangements between the parties.
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Limitation on Set-off. Except in connection with a termination of this Project Agreement pursuant to Article 20 (Developer Events of Default), the County is not entitled to set off any amount against any Termination Amount if the effect of exercising such right of set off would be to reduce the amount payable to the Developer to less than an amount equal to the Senior Debt net of Senior Debt Breakage Amounts payable or credited to the Developer.
Limitation on Set-off. Neither the Administrator nor the Ceding Company shall have any right to set off any unresolved indemnification claim pursuant to this Article XI against any payment due pursuant to any Transaction Agreement.
Limitation on Set-off. Neither Purchaser nor Seller shall have any right to set off any unresolved indemnification claim pursuant to this Article X against any payment due pursuant to Article II.
Limitation on Set-off. (a) Neither Purchaser nor Seller shall have any right to setoff any unresolved indemnification claim pursuant to this Article VIII against any payment due pursuant to Article I or II.
(b) Purchaser's obligations under Section 1.2(a)(iii) shall not be subject to set off, defense or counterclaim except with respect to judgments by a court in favor of Purchaser and against Seller in respect of any Transaction Document or the AISA Share Transfer Agreement that are not subject to appeal or which Seller has acknowledged in writing it is not going to appeal and except with respect to any amounts owing by Seller to Purchaser upon final resolution of the Closing Statement under Section 2.2 (it being understood that the determination by the Accounting Arbitrator in accordance with Section 2.2 shall be deemed to constitute such final resolution).
Limitation on Set-off. Neither HLIC nor the Administrator shall have any right to set off any unresolved indemnification claim pursuant to this Article XII against any payment due pursuant to any Transaction Agreement.
Limitation on Set-off. HLI shall have no right to set off any claim pursuant to this Article VI against any payment of Fees due pursuant to this Agreement.
Limitation on Set-off. (a) Purchaser shall not have any right to set off any unresolved indemnification claim pursuant to this Article XI against, and there shall not otherwise be any right to set off or counterclaim in the event of the non-performance of any obligation to make, (i) any payment due pursuant to Article II, (ii) any payment due under the Transition Services Agreement or any other Ancillary Agreement, or (iii) any payment due pursuant to Section 6.04(a) or Section 6.12(d).
(b) Seller shall not have any right to set off any unresolved indemnification claim pursuant to Article XI against, and there shall not otherwise be any right to set off or counterclaim in the event of the non-performance of any obligation to make, (i) any payment due pursuant to Section 2.04, (ii) any payment due under the Transition Services Agreement or any other Ancillary Agreement, or (iii) any payment due pursuant to Section 6.04(a), Section 6.12(d) or Section 10.02(c).
Limitation on Set-off. Neither the Reinsurer nor the Ceding Company shall have any right to set off any unresolved indemnification claim pursuant to this Article VIII against any payment due pursuant to Article III or Section 7.4 or any Transaction Agreement.
Limitation on Set-off. Neither ILA nor the Administrator shall have any right to set off any un▇▇▇olved indemnification claim pursuant to this Article XIII against any payment due pursuant to any Transaction Agreement.
Limitation on Set-off. Each of Parent, on behalf of itself and each other Parent Indemnified Party, and each Seller, on behalf of itself and each other Seller Indemnified Party, agrees that Parent shall have a right to set off any finally determined indemnification claims pursuant to this Article IX against any payment due hereunder (including pursuant to Article I or Article II) or under the Subscription Agreements; provided, however, that the Escrow Fund must first be exhausted by the Parent Indemnified Parties in order for Parent to have any right of set off against any payment due hereunder (including pursuant to Article I or Article II), under the Subscription Agreements or under any other agreement which such party has entered into in connection with the Transactions.