Common use of SET-OFF AND LIEN Clause in Contracts

SET-OFF AND LIEN. 33.1. ISR shall have a right to affix a lien on any property, (including but without derogating from the generality of the above, devices, machines, equipment, materials, and objections) that belong to the Contractor or its employees, assistants, or agents, including subcontractor, or that was brought to ISR’s premises by it or by them, in order to secure the Contractor’s obligations pursuant to this Agreement. It is hereby agreed that the Contractor shall not have a right to affix a lien with respect to tools and/or materials and/or equipment and/or devices and/or plans and/or documents belonging to ISR and that are in the Contractor’s possession for any reason, and the Contractor shall ensure to include appropriate provisions pursuant to this provision in its agreements with subcontractors. 33.2. Likewise, ISR shall have a right to affix a lien on any amounts that are paid to the Contractor by ISR, whether pursuant to this Agreement or a different agreement or pursuant to any invoice and/or for any other grounds. ISR may withhold these funds until payment by the Contractor of any amount the Contractor is obliged to pay to ISR, whether the Contractor’s obligation arises out of this Agreement or a different undertaking, of any kind, including a fine, and linkage and interest arising therefrom. 33.3. ISR may deduct and/or redeem and/or set off any amount paid to the Contractor, from any amount due or that will be due to ISR, whether pursuant to this Agreement, or in any other manner, whether a fixed amount or unfixed, without the need to provide the Contractor with advanced notice with respect to such withholding, redemption and/or set off. For the avoidance of doubt, it is hereby clarified that the provisions of this Section do not derogate from ISR’s right to collect any amounts due to it in any other manner, including by redemption of a Guarantee.

SET-OFF AND LIEN. 33.1. ISR shall have a right (a) You may set off or transfer any sum standing to affix a lien the credit of any one or more of my/our then existing Account(s) with you or any other account or accounts opened and maintained by me/us with any related or associated company or Affiliate of yours (wherever they may be) in or towards satisfaction of any of my/our indebtedness, obligations or liabilities to you on any property, (including but without derogating from the generality of the above, devices, machines, equipment, materials, and objectionsother Account(s) that belong to the Contractor or its employees, assistants, or agents, including subcontractor, or that was brought to ISR’s premises by it or by them, in order to secure the Contractor’s obligations pursuant to this Agreement. It is hereby agreed that the Contractor shall not have a right to affix a lien with respect to tools and/or materials and/or equipment and/or devices and/or plans and/or documents belonging to ISR and that are in the Contractor’s possession for any reason, and the Contractor shall ensure to include appropriate provisions pursuant to this provision in its agreements with subcontractors. 33.2. Likewise, ISR shall have a right to affix a lien on any amounts that are paid to the Contractor by ISR, whether pursuant to this Agreement or a different agreement or pursuant to any invoice and/or for any other grounds. ISR may withhold these funds until payment by the Contractor of any amount the Contractor is obliged to pay to ISR, whether the Contractor’s obligation arises out of this Agreement or a different undertaking, of any kind, including a fine, and linkage and interest arising therefrom. 33.3. ISR may deduct and/or redeem and/or set off any amount paid to the Contractor, from any amount due or that will be due to ISR, whether pursuant to this Agreement, or in any other mannerrespect whatsoever, whether such indebtedness, obligations or liabilities be present or future, actual or contingent, primary or collateral, several or joint, secured or unsecured, and where such combination, set-off or transfer requires the conversion of one currency into another, such conversion shall be calculated at the spot rate of exchange (as conclusively determined by you) prevailing in such foreign exchange market as you shall in your absolute discretion select on or about the date of the combination, set-off or transfer. (b) In this clause references to "you" shall include references to you and your Affiliates. (c) Without prejudice and in addition to any general lien, right of set- off or similar right to which you may be entitled by law or otherwise under this Agreement, I/we hereby expressly grant to you: (i) a fixed general lien over all or any part of my/our interest in any funds (including without limitation, for the avoidance of doubt, any deposit or margin payment), Securities, commodities or other property held by you for any purpose or carried by you in any account for me/us (either individually or jointly with others) or which may be in your possession; (ii) the right to debit any of my/our Account(s) with you with any amount and/or to sell or unfixedotherwise realise any such Securities, commodities and other property and to apply the proceeds of any such sale or realisation from time to time held by you and/or your nominee in the satisfaction of such fees, charges, expenses and liab ilities (including of such sale or realisation). In enforcing your rights under this clause, you shall have an absolute discretion to determine which Securities and property are to be sold and which contracts are to be closed regardless of whether any other person is interested in or you have made advances in connection with such Securities, property or commodities and irrespective of the number of Account(s) I/we may carry with you; (iii) the right at any time without notice to me/us to apply any assetsheld by you for my/our account in or towards the need discharge of any amount due from me/us to provide you in any way in accordance with the Contractor with advanced terms of this Agreement; (iv) you shall be entitled at any time without notice with respect to combine and/or consolidate all or any of m y/our Accounts; and (v) you shall have the right to transfer Securities, commodities, deposits of cash, credit balances and other property held by you or by a nominee appointed by you from or to any other of my/our Account(s) whenever in your judgement y ou consider such withholding, redemption and/or set off. a transfer necessary or desirable for your protection or otherwise expedient. (d) For the avoidance of doubt, it is hereby clarified if a debit balance arises on any of my/our accounts, you shall not be, nor shall you be deemed to be, obliged to make available or continue to make available any credit facilities. In particular, but without limitation, the fact that the provisions you permit a debit balance to arise on an account so debited shall not imply any obligation on your part to advance monies or incur any obligation on my/our behalf on any subsequent occasion, but without prejudice to my/our obligations in respect of this Section do not derogate from ISR’s right any debit balance which you permit to collect any amounts due to it in any other manner, including by redemption of a Guaranteearise.