No Set-off or Withholding Clause Samples

The 'No Set-off or Withholding' clause prohibits a party from deducting or withholding any amounts owed to the other party under the contract, even if they believe they have a counterclaim or are owed money in return. In practice, this means that payments must be made in full and on time, regardless of any disputes or claims that may arise between the parties; for example, a buyer cannot reduce a payment to a seller because of an unrelated issue or alleged breach. The core function of this clause is to ensure certainty and predictability in payment obligations, preventing one party from unilaterally reducing payments and thereby protecting the cash flow of the receiving party.
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No Set-off or Withholding. All payments by or on behalf of the Borrower to the Lenders (including for purposes of this Section 2(k), any assignee, successor, or participant or an economic arrangement that is similar to a participation) hereunder shall be made to the Lenders in full without condition or reduction for any counterclaim, defense, recoupment or setoff.
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No Set-off or Withholding. All payments by the Borrower to the Lender hereunder shall be made to the Lender in full without condition or reduction for any counterclaim, defense, recoupment or setoff and free and clear of and exempt from, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or charges of whatsoever nature imposed by any Governmental Authority or any taxing authority thereof.
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No Set-off or Withholding. All payments to be made by the Guarantor under this Guarantee shall be made without set-off or counter-claim and free and clear of, and without deduction or withholding for or on account of, tax or any other governmental or public payment imposed by the laws of any jurisdiction from which or through which such payment is made, unless a tax deduction or withholding is required by law.
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No Set-off or Withholding. Any rights of set-off or withholding (Aufrechnungs- oder Zurückbehaltungsrechte) of the Borrower in relation to claims of the Lender under this Loan Agreement shall be excluded.
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No Set-off or Withholding. 11.1 All payments to be made under this Agreement shall be calculated and be made without (and free and clear of any deduction for) deduction for any bank transfer or other similar administrative or other charges, costs or fees, and without set-off or counterclaim (other than withholding tax payable on interest on the Escrow Account pursuant to the law of the jurisdiction in which the Escrow Account is located). 11.2 Nothing herein shall require the Escrow Agent to increase the amount of any payment to the account of any Party to compensate for any deduction for any bank transfer or other similar administrative or other charges, costs or fees as may be levied by any bank receiving funds transferred pursuant to this Agreement.
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No Set-off or Withholding. Subject to Section 6.2, the right of MCIS --------------------------- to any payment provided for under this Agreement shall not be subject to any abatement, reduction, set-off, defense, counterclaim or recoupment of any amount due or alleged to be due by reason of any past, present or future claims of the Customer against MCIS save and except that Customer may, upon notice to MCIS, withhold /*/ , for any bona fide disputed amount provided that withholding of such amounts shall be subject to the dispute resolution provisions in Article 13.
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No Set-off or Withholding. Except as expressly provided in Section 2(n), all payments by or on behalf of the Borrower to the Agent (including for purposes of this Section 2(m), any assignee, successor or participant or an economic arrangement that is similar to a participation) hereunder shall be made to the Agent in full without condition USActive 53428278.8 or reduction for any counterclaim, defense, recoupment or setoff.
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No Set-off or Withholding. The Issuer hereby further undertakes to the Trustee that all monies payable by the Issuer to the Trustee under this Clause 10 shall be made without set-off, counterclaim, deduction or withholding unless compelled by law in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this Clause in the absence of any such set-off, counterclaim, deduction or withholding.
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Related to No Set-off or Withholding

  • Deduction or Withholding for Tax Sections 2(d)(i), 2(d)(i)(4), 2(d)(ii)(1) of the Agreement and the definition of “Tax” are hereby amended by replacing the words “pay”, “paid”, “payment” or “payments” with the words “pay or deliver”, “paid or delivered”, “payment or delivery” or “payments or deliveries”, respectively.

  • No Set-off or Mitigation Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and, except as otherwise provided herein, such amounts shall not be reduced whether or not Executive obtains other employment.

  • No Withholding The transaction contemplated herein is not subject to the tax withholding provisions of Section 3406 of the Code, or of Subchapter A of Chapter 3 of the Code or of any other provision of law.

  • No Setoff or Deductions; Taxes; Payments The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity). If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

  • ▇▇▇ Withholding Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.