No counterclaim or set-off Clause Samples

No counterclaim or set-off. Each of the Vendors hereby irrevocably and unconditionally undertakes not to exercise any right of counterclaim or set-off or any other claim or right of recovery against the Company or the Subsidiary or any of their respective officers, employees, agents or advisers in relation to any claim which may be made in respect of this Agreement, the Fundamental Representations, the Warranties, the Knowledge Warranty or the Taxation Undertaking. Nothing in this clause 5.5 shall prevent any Vendor from claiming against any other Vendor for a contribution in respect of any liability under a Claim as a result of the Vendors' joint and several liability under clause 5.1.
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No counterclaim or set-off. All payments made by the Seller under this Agreement shall be made free of any counterclaim or set off and without deduction or withholding of any kind other than any deduction or withholding required by Applicable Laws, it being understood that, without prejudice to any other remedies the Purchaser may have, the Purchaser shall be entitled, as a continued security for the due and punctual fulfilment by the Seller of its obligations and liabilities under this Agreement, to set off any liability of the Seller to the Purchaser to repay Leakage, including Additional Leakage, to the extent that the Additional Leakage Amount has been agreed in accordance with Clause 4.3.2 or has been finally determined in accordance with the provisions of Clause 3.3.13 and 3.3.14) with the obligation of the Purchaser to pay the Purchaser Adjustment as set out in Clause 3.3. To the extent that any Leakage has occurred, including Additional Leakage, to the extent that the Additional Leakage Amount has been agreed in accordance with Clause 4.3.2 or has been finally determined in accordance with the provisions of Clause 3.3.13 and 3.3.14), such Leakage shall be set off against the obligation of the Purchaser to pay the Purchaser Adjustment as set out in Clause 3.3.15 to the extent possible in light of the provisions of Clause 3.3.6. The Parties acknowledge and agree that if the Total Leakage Amount exceeds the Purchaser Adjustment such excess will be paid by the Seller to the Purchaser within ten (10) Business Days after the Product Calculation has been agreed in accordance with Clause 3.3.12 or has been finally determined in accordance with Clause 3.3.13.
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No counterclaim or set-off. All payments made by the Sellers under this Agreement shall be made free of any counterclaim or set-off and without deduction or withholding of any kind other than any deduction or withholding required by Applicable Laws.
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No counterclaim or set-off. All payments made by the Sellers under this Agreement shall be made free of any counterclaim or set off and without deduction or withholding of any kind other than any deduction or withholding required by law, it being understood that without prejudice to any other remedies the Purchaser may have: (a) each Seller shall be entitled, as a continued security for the due and punctual fulfilment by the Purchaser of its obligations and liabilities under this Agreement, to set off any liability of such Seller to the Purchaser under this Agreement (including any obligation to repay Leakage) with the obligation of the Purchaser to procure payment of the Preferred Payment as set out in Clause 4; and (b) the Purchaser shall be entitled, as a continued security for the due and punctual fulfilment by the Sellers of their obligations and liabilities under this Agreement, to set off any liability of each of the Sellers to the Purchaser under this Agreement (including any obligation to repay Leakage) with the obligation of the Purchaser to procure payment of the Preferred Payment as set out in Clause 4, by decreasing each Installment on a pro rata basis. The Parties acknowledge and agree that if the Total Leakage Amount exceeds the Preferred Payment such excess will be paid by the Sellers to the Purchaser.
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Related to No counterclaim or set-off

  • No set-off or counterclaim All payments made by an Obligor under the Finance Documents must be calculated and made without (and free and clear of any deduction for) set-off or counterclaim.

  • Set-off and counterclaim All payments made by the Borrower under this Agreement shall be made without set-off or counterclaim.

  • No Setoffs or Counterclaims Make payments hereunder and under the other Loan Documents by or on behalf of Borrower without setoff or counterclaim and free and clear of, and without deduction or withholding for or on account of, any federal, state, or local taxes.

  • Counterclaims If Landlord commences any summary proceeding or action for nonpayment of Rent or to recover possession of the Premises, Tenant shall not interpose any counterclaim of any nature or description in any such proceeding or action, unless Tenant’s failure to interpose such counterclaim in such proceeding or action would result in the waiver of Tenant’s right to bring such claim in a separate proceeding under applicable law.

  • SETOFFS AND COUNTERCLAIMS Without limiting the Guarantor’s own defenses and rights hereunder, the Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which the SSO Supplier is or may be entitled arising from or out of the Agreement, except for defenses arising out of bankruptcy, insolvency, dissolution or liquidation of the SSO Supplier.