Manner of Application; Waiver of Setoff Prohibition Clause Samples
The "Manner of Application; Waiver of Setoff Prohibition" clause defines how payments or obligations under an agreement must be applied and explicitly prohibits the parties from offsetting debts or claims against each other. In practice, this means that if one party owes money to the other, they must pay the full amount as specified, without reducing it by any amounts they believe are owed to them in return. For example, if Party A owes Party B $1,000, Party A cannot deduct $200 they believe Party B owes them and pay only $800. The core function of this clause is to ensure that payment obligations are met in full and not diminished by unilateral setoffs, thereby providing certainty and preventing disputes over payment calculations.
Manner of Application; Waiver of Setoff Prohibition. Upon the occurrence and during the continuance of an Event of Default, Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by Bank on account of Borrower's Liabilities and Borrower agrees that Bank shall have the right, in its absolute and sole discretion, to apply and re-apply any and all such payments in such manner as Bank may deem advisable, notwithstanding any entry by Bank upon any of its books and records. Borrower further waives any right under or benefit of any law that would restrict or limit the right or ability of Bank to obtain payment of Borrower's Liabilities, including any law that would restrict or limit Bank in the exercise of its right to appropriate any indebtedness owing from Bank to Borrower and any deposits or other property of Borrower in the possession or control of Bank and apply the same toward or setoff the same against the payment of Borrower's Liabilities.
Manner of Application; Waiver of Setoff Prohibition. During --------------------------------------------------- the existence of an Event of Default, each Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by Agent or any Lender on account of Borrowers' Liabilities and Borrowers agree that Agent or any Lender shall have the right, in its absolute and sole discretion, to apply and reapply any and all such payments toward Borrowers' Liabilities in such manner as Agent or such Lender may deem advisable, notwithstanding any entry by Agent or such Lender upon any of its books and records. Each Borrower further waives any right under or benefit of any law that would restrict or limit the right or ability of Agent or any Lender to obtain payment of Borrowers' Liabilities, including any law that would restrict or limit Agent or such Lender in the exercise of its right to appropriate any indebtedness owing from Agent or such Lender to Borrowers and any deposits or other property of Borrowers in the possession or control of Agent or such Lender and apply the same toward or setoff the same against the payment of Borrowers' Liabilities.
Manner of Application; Waiver of Setoff Prohibition. Upon the occurrence and during the continuance of an Event of Default, each Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by Bank on account of Borrowers' Liabilities and Borrower agrees that Bank shall have the right, in its absolute and sole discretion, to apply and re-apply any and all such payments toward Borrowers' Liabilities in such manner as Bank may deem advisable, notwithstanding any entry by Bank upon any of its books and records. Each Borrower further waives any right under or benefit of any law that would restrict or limit the right or ability of Bank to obtain payment of Borrowers' Liabilities, including any law that would restrict or limit Bank in the exercise of its right to appropriate any indebtedness owing from Bank to Borrower and any deposits or other property of Borrower in the possession or control of Bank and apply the same toward or setoff the same against the payment of Borrowers' Liabilities.
Manner of Application; Waiver of Setoff Prohibition. Upon the occurrence and during the continuance of an Event of Default, Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by Bank on account of Borrower's Liabilities and Borrower agrees that Bank shall have the right, in its absolute and sole discretion, to apply and re-apply any and