Absolute Obligations Sample Clauses
An Absolute Obligations clause establishes duties or responsibilities that a party must fulfill under all circumstances, without exceptions or conditions. In practice, this means that the obligated party cannot avoid performance due to unforeseen events, force majeure, or other mitigating factors; for example, a party may be required to maintain confidentiality or pay fees regardless of external circumstances. The core function of this clause is to ensure certainty and reliability by making certain obligations non-negotiable and immune to excuses, thereby reducing ambiguity and potential disputes over performance.
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Absolute Obligations. The obligations of Guarantor under this Guaranty are absolute, unconditional, and will be continuing and remain in full force and effect subject to Sections 2.2 and 2.6 below. This is a continuing guaranty of payment and not of collection. Guarantor’s obligations under this Guaranty will not be released, discharged, affected, modified or impaired by any event, including, without limitation, any of the following events:
(a) the compromise, settlement, release, discharge or termination of any or all of the obligations of Borrower to Lender by operation of law or otherwise, except as may result from the full and prompt performance and payment of the Guaranteed Obligations;
(b) the extension of the time for payment of any obligation under the Credit Agreement or any of the other Loan Documents, or the waiver, modification or amendment (whether material or otherwise) of any obligation under the Credit Agreement or any of the other Loan Documents or the acceptance of partial payments of the Guaranteed Obligations;
(c) the taking or failure to take any action under the Credit Agreement, any of the other Loan Documents or this Guaranty;
(d) the invalidity or unenforceability of any provision of the Credit Agreement, any of the other Loan Documents, or this Guaranty or any other defense Borrower may assert to the payment or performance of any portion of the Indebtedness other than payment and satisfaction in full of all of the Guaranteed Obligations;
(e) any (i) failure by Lender to take any steps to perfect, maintain, or enforce its Liens on the Collateral (as defined in the Credit Agreement), (ii) subordination of any of the Guaranteed Obligations and any security therefor to any other Debt of Borrower to any Person, or (iii) loss, release, substitution of, or other dealings with, any collateral or other security given to Lender with respect to the Guaranteed Obligations;
(f) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment, composition with creditors or readjustment of, or other similar proceedings affecting Borrower, Guarantor or any other guarantor of any or all of the Indebtedness;
(g) any allegation of invalidity or contest of the validity of this Guaranty in any of the proceedings described in Section 2.1(f);
(h) any act, election or remedy, or other election, occurrence or circumstance of any natu...
Absolute Obligations. The obligations of each Borrower to pay its Reimbursement Obligations and its obligation to repay the Reimbursement Loans and the obligations of the Lenders to fund their portion of Reimbursement Loans or participations under Section 2.03(d) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following:
(i) any lack of validity or enforceability of, or any amendment or waiver of or any consent to departure from, any Letter of Credit, Support Agreement or any related document;
(ii) the existence of any claim, set-off, defense or other right which any Person may have at any time against the beneficiary of any Letter of Credit, the L/C Issuer (including any claim for improper payment), Support Provider, Administrative Agent, any Lender or any other Person, whether in connection with any Loan Document or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(iii) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever other than in respect of the gross negligence or willful misconduct of the L/C Issuer as determined by a non appealable decision of a court of competent jurisdiction;
(iv) any affiliation between the L/C Issuer, the Administrative Agent and/or the Support Providers; or
(v) to the extent permitted under applicable law, any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ Obligations hereunder.
Absolute Obligations. The obligations of Guarantor under this Guaranty are absolute and unconditional and will be continuing and remain in full force and effect subject to Sections 2.2 and 2.
Absolute Obligations. Pledgor expressly agrees that until all Obligations are paid and performed in full and each and every term, covenant and condition of this Pledge Agreement to which Pledgor is a party is fully performed, Pledgor shall not be released of its obligations, waivers and agreements set forth herein nor shall the validity, enforceability or priority of the liens and encumbrances against the Collateral in favor of Secured Party be affected in any manner by or because of:
(i) Any act or event which might otherwise discharge, reduce, limit or modify Pledgor's obligations hereunder or the liens and encumbrances against the Collateral in favor of Secured Party;
(ii) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party or any Lender or any failure to proceed promptly or otherwise as against the Acquisition Sub, any Guarantor, Pledgor or any other Person or any security;
(iii) Any action, omission or circumstance which might increase the likelihood that Secured Party or any Lender might enforce the rights granted under this Pledge Agreement or which might affect the rights or remedies of Pledgor as against the Acquisition Sub or any Guarantor; or
(iv) Any dealings occurring at any time between the Acquisition Sub or any Guarantor and Secured Party or any Lender, whether relating to the Obligations or otherwise. Pledgor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement or to the enforcement of the liens and encumbrances against the Collateral in favor of Secured Party based upon any of the foregoing acts, omissions, agreements, waivers or matters described in this subsection. It is the purpose and intent of this Pledge Agreement that the obligations of Pledgor under this Pledge Agreement shall be absolute and unconditional under any and all circumstances.
Absolute Obligations. This Lease is a net lease, and, except as may otherwise be expressly provided herein or in the other Financing Agreements, it is intended that the Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and Taxes of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the import, use, operation, maintenance, repair, modification, alteration, replacement, leasing, subleasing and sale of the Aircraft and any other amounts hereunder during the Term, including the costs, expenses and Taxes and similar levies set forth in the Participation Agreement. The Lessee’s obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason, including (i) any setoff, counterclaim, recoupment, defense or other right which the Lessee may have against the Lessor, the Noteholders, the Loan Trustee, the Trustee, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including any breach by the Lessor of its warranties contained herein or in the other Financing Agreements; (ii) any defect in the title, airworthiness, eligibility of registration under any Applicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft or any portion thereof (subject to the provisions of Section 9 hereof), any interruption or cessation in the use of or possession thereof by or availability to the Lessee for any reason whatsoever, whether arising out of or related to an act or omission of the Lessor, the Noteholders, the Loan Trustee, the Trustee, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to the Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease or any absence of right, power or authority of any Person to enter into any Financing Agreement; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of the Lessor, the Loan Trustee, any Liquidity Provider or any Pass Through Trustee; (vii) any bankruptcy, Insolvency, reorganization, c...
Absolute Obligations. The related Lessee's obligations under such Lease are "hell or high water" obligations that are, among other characteristics, non-cancelable, unconditional and not subject to any right of set-off, rescission, counterclaim, off-set, reduction or recoupment during the non-cancelable term of such Lease;
Absolute Obligations. This Agreement is a net lease and Lessee's obligations under this Agreement are absolute and unconditional, irrespective of any contingency or circumstance whatsoever, including (but not limited to):
(i) any right of set-off, counterclaim, recoupment, reimbursement, defense or other right which Lessor or Lessee may have against the other or against any other person;
(ii) any unavailability of the Aircraft for any reason, including, but not limited to, requisition of the Aircraft or any prohibition or interruption of or interference with or other restriction against Lessee's use, operation or possession of the Aircraft;
(iii) any lack or invalidity of title or any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, or operation of any kind or nature of the Aircraft for any particular use or trade, or for registration or documentation under the laws of any relevant jurisdiction, or any Total Loss in respect of or any damage to the Aircraft;
(iv) any insolvency, bankruptcy, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against Lessor or Lessee or any other person;
(v) any invalidity, illegality, unenforceability or lack of due authorization of, or other defect in, this Agreement; and
(vi) any other cause or circumstance that, but for this provision, would or might otherwise have the effect of terminating or in any way affecting any obligation of Lessee under this Agreement.
Absolute Obligations. This Agreement and the Deed of Assignment shall not terminate, nor shall the obligations of the parties hereunder and thereunder be otherwise affected, by reason of (a) the invalidity or unenforceability of this Agreement, the Deed of Assignment or any other Transaction Document or any other agreement entered into in connection therewith, (b) any action or inaction by the SPC, the Bank or any other Person, (c) the occurrence of an Early Amortization Event or Default or the default by any party under any Transaction Document or other document delivered in connection therewith, (d) any insolvency of or any bankruptcy, intervention, reorganization or other proceeding affecting the Bank, the SPC or any other Person or any action that may be taken by any receiver, trustee or liquidator (or other similar official) or by any court or (e) any other cause, whether similar or dissimilar to the foregoing, any present or future Applicable Law to the contrary notwithstanding, it being the intention and agreement of the parties hereto, and the basis of the bargain, that all payment and performance obligations of the Bank hereunder, under the Deed of Assignment and under the other Transaction Documents to which it is a party shall continue to apply in all events in the manner and at the times herein provided unless and until such obligations shall have been discharged pursuant to the express provisions of the Transaction Documents. Nothing in this Section shall preclude any separate, independent claim that any Person may have for the breach of any representation, warranty, covenant, undertaking or agreement made by the Bank under any of the Transaction Documents.
Absolute Obligations. 37 11.4 Application of Payments to Sublessor.................................37 11.5 Currency Indemnity...................................................37 11.6 Set-off..............................................................38 11.7
Absolute Obligations. Each Borrower acknowledges and agrees that its joint and several liability on the Notes and on all obligations owed by any Borrower or Borrowers under this Agreement is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Banks, and without limiting the generality of the foregoing, each Borrower's joint and several liability on the Notes and under this Agreement shall not be impaired by any acceptance by the Banks of any other security for or guarantors upon the Notes or any obligations under this Agreement or by any failure, neglect or omission on the Banks' part to resort to any one or all of the Borrowers for payment of the Notes or the obligations under this Agreement or to realize upon or protect any collateral security therefor. Each Borrower's joint and several liability on the Notes and under this Agreement shall not in any manner be impaired or affected by who receives or uses the proceeds of the loans evidenced by the Notes or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans made to, other Borrowers. Such joint and several liability of each Borrower shall also not be impaired or affected by (and each Bank, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Notes or the obligations under this Agreement or of any guaranty thereof. In order to enforce payment of the Notes and the Borrowers' obligations under this Agreement, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Agent hereunder and thereunder and under applicable law, the Agent shall be under no obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Banks shall have the right to enforce the Notes and the Borrowers' obligations under this Agreement irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. By its acceptance below, each Borrower hereby expressly waives and surrenders any defense to its joint and several liability on the Notes or under this Agreement based upon any of the foregoing. In furtherance there...