Sharing of Set-Offs Clause Samples
The Sharing of Set-Offs clause establishes how any set-off rights exercised by one party are to be shared among multiple parties involved in an agreement. In practice, if one party offsets a debt owed to it by another party against amounts it owes, the benefit of that set-off is distributed proportionally among all parties with an interest in the underlying obligation. This clause ensures fairness and prevents one party from gaining an undue advantage by unilaterally applying set-offs, thereby promoting equitable treatment and reducing disputes over the allocation of set-off benefits.
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Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts due with respect to any Loan held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 12.4 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participa...
Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Notes held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.
Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it and any Letter of Credit Liabilities which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Note and any Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes and Letter of Credit Liabilities held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Notes and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; PROVIDED that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.
Sharing of Set-Offs. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made or Revolving Note held by it and any Letter of Credit Liabilities which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due with respect to any Loan, Revolving Note and Letter of Credit Liabilities made or held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loan made or Revolving Notes and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, in each case as may be required so that all such payments of principal and interest with respect to the Loan made or Revolving Notes and Letter of Credit Liabilities made or held by the Lenders shall be shared by the Lenders pro rata; provided, that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have for payment of indebtedness of the Borrower other than its indebtedness hereunder.
Sharing of Set-Offs. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments shall be shared by the Lenders pro rata; provided nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement.
Sharing of Set-Offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or Lenders, if any Lender shall, by exercising any right of set‑off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to IHS or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 41 Section 4.02 Presumption of Payment by the Borrower 42 Section 4.03 Deductions by the Administrative Agent; Defaulting Lenders 42 Section 4.04 Disposition of Proceeds 44 Section 5.01 Increased Costs 44 Section 5.02 Break Funding Payments 45 Section 5.03 Taxes 46 Section 5.04 Mitigation Obligations; Designation of Different Lending Office 49 Section 5.05 Replacement of Lenders 49 Section 5.06 Illegality 49
Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest relating to its Committed Loans which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest relating to the Committed Loans of such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest relating to Committed Loans of the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness hereunder.
Sharing of Set-Offs. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 54 Section 4.02 Presumption of Payment by the Borrower 55 Section 4.03 Certain Deductions by the Administrative Agent 56 Section 4.04 Disposition of Proceeds 56 Section 5.01 Increased Costs 56 Section 5.02 Break Funding Payments 57 Section 5.03 Taxes 58 Section 5.04 Mitigation Obligations; Replacement of Lenders 61 Section 5.05 Illegality 62 Section 5.06 Availability of LIBOR Market Index Loans 62 Section 6.01 Effective Date 63 Section 6.02 Each Credit Event 67 Section 7.01 Organization; Powers 68 Section 7.02 Authority; Enforceability 68 Section 7.03 Approvals; No Conflicts 68 Section 7.04 Financial Condition; No Material Adverse Change 69 Section 7.05 Litigation 69 Section 7.06 Environmental Matters 69 Section 7.07 Compliance with the Laws and Agreements; No Defaults or Borrowing Base Deficiency 71 Section 7.08 Investment Company Act 71 Section 7.09 Taxes 71 Section 7.10 ERISA 71 Section 7.11 Disclosure; No Material Misstatements 72 Section 7.12 Insurance 72 Section 7.13 Restriction on Liens 73 Section 7.14 Subsidiaries 73 Section 7.15 Location of Business and Offices 73 Section 7.16 Properties; Titles, Etc. 73 Section 7.17 Maintenance of Properties 74 Section 7.18 Gas Imbalances, Prepayments 75 Section 7.19 Marketing of Production 75 Section 7.20 Swap Agreements and Qualified ECP Guarantor 75 Section 7.21 Use of Loans and Letters of Credit 75 Section 7.22 Solvency 76 Section 7.23 Foreign Corrupt Practices 76 Section 7.24 OFAC 76 Section 8.01 Financial Statements; Other Information 77 Section 8.02 Notices of Material Events 80 Section 8.03 Existence; Conduct of Business 80 Section 8.04 Payment of Obligations 81 Section 8.05 Performance of Obligations under Loan Documents 81 Section 8.06 Operation and Maintenance of Properties 81 Section 8.07 Insurance 82 Section 8.08 Books and Records; Inspection Rights 82 Section 8.09 Compliance with Laws 82 Section 8.10 Environmental Matters 82 Section 8.11 Further Assurances 83 Section 8.12 Reserve Reports 84 Section 8.13 Title Information 85 Section 8.14 Additional Collateral; Additional Guarantors 86 Section 8.15 ERISA Compliance 87 Section 8.16 Commodity Price Risk Management Policy 88 Section 8.17 Unrestricted Subsidiaries 88 Section 8.18 Post-Closing Covenant 88 Section 8.19 Commodity Exchange Act Keepwell Provisions 88 Section 9.01 Financial Covenants 89 Section 9.02 Debt 89 Section 9.03 Liens 90 Section 9.04 Dividends and Distributions; Repayment of Ce...
Sharing of Set-Offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount then due with respect to the Loans and Letter of Credit Liabilities held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans and Letter of Credit Liabilities held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments with respect to the Loans and Letter of Credit Liabilities held by the Banks shall be shared by the Banks pro rata; PROVIDED that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement.