Section # Offset.

​ represents and warrants that the Original Lease is presently in full force and effect, that no event of default has occurred on the part of Landlord and that ​ has no defense or right of offset in connection with Landlord’s performance under the Original Lease to this date.

* Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Notice of Exercise of Borrower Offset Right and such Transaction Documents.

The rights and obligations of either party under this Agreement relating to payment, audit, indemnity, confidentiality, limitation of liability, governing law, venue and the right of the parties to offset any payments or deliveries due to the other party under this Agreement, shall survive termination of this Agreement.

Deferred tax assets and deferred tax liabilities have been offset wherever the Group has a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority.

5.2Right to Offset.

Reductions to Severance Pay. Executive will receive the Severance Pay notwithstanding any other earnings that Executive may have and without offset of any kind except that the Corporation has the right to deduct from the Severance Pay any income, payroll or other taxes required to be deducted from such payments.

which, together with the related Contract, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms and is not subject to any litigation, material dispute, legal right of offset, counterclaim or other defense;

a party’s right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a “contractual right” (as defined in the Bankruptcy Code); and

notify the Company and Administrative Agent after any such offset; provided that failure to give such notice shall not give rise to any liability of such Lender or invalidate such offset.