Common use of No Setoffs Clause in Contracts

No Setoffs. Breaches or Unmatured Termination Events. No facts shall be known to the Seller which would give rise to any right of rescission, setoff, counterclaim or defense, nor shall the same have been asserted or threatened, with respect to the Receivable; no default, breach, violation or event permitting acceleration under the terms of such Receivable shall have occurred as of the related Cutoff Date or Transfer Date, as the case may be; no continuing condition that with notice or the lapse of time would constitute a default or event of default or breach, violation or event permitting acceleration under the terms of such Receivable shall have arisen; and the Seller shall not have waived any of the foregoing.