Common use of Obligation to Make Payments Clause in Contracts

Obligation to Make Payments. (a) WORLDSPACE’s obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which WORLDSPACE and/or its Affiliates may have against EXECUTIVE or others. In no event shall EXECUTIVE be obligated to seek other employment or take any action by way of mitigation of the amounts payable to EXECUTIVE under any of the provisions of this Agreement and, such amounts shall not be reduced whether or not EXECUTIVE obtains other employment (b) If there shall be any dispute between WORLDSPACE and/or its Affiliates and EXECUTIVE in the event of any termination of EXECUTIVE’s employment then, until there is a final, nonappealable, determination pursuant to arbitration declaring that such termination was for Cause, that the determination by EXECUTIVE of the existence of Good Reason was not made in good faith, or that WORLDSPACE and/or its Affiliates are not otherwise obligated to pay any amount or provide any benefit to EXECUTIVE and his dependents or other beneficiaries, as the case may be, under Article 4, WORLDSPACE shall pay all amounts, and provide all benefits, to EXECUTIVE and his dependents or other beneficiaries, as the case may be, that WORLDSPACE and/or its Affiliates would be required to pay or provide pursuant to Article 4 as though such termination were by WORLDSPACE and/or its Affiliates without Cause or by EXECUTIVE with Good Reason; provided, however, that WORLDSPACE shall not be required to pay any disputed amounts pursuant to this Section 8.10 except upon receipt of an undertaking by or on behalf of EXECUTIVE to repay all such amounts to which EXECUTIVE is ultimately determined by the arbitrator not to be entitled.

Obligation to Make Payments. As authorized by the Act, the obligation of the Borrower to repay the Loan by making the Payments in accordance with the terms hereof, shall be absolute and unconditional and shall not be subject to, nor shall the Borrower be entitled to assert, any rights of non-appropriation, abatement, deduction, reduction, deferment, recoupment, setoff, offset or counterclaim by the Borrower or any other person, nor shall the same be abated, abrogated, waived, diminished, postponed, delayed or otherwise modified under or by reason of any circumstance or occurrence that may arise or take place, irrespective of what statutory rights the Borrower may have to the contrary, including but without limiting the generality of the foregoing: (a) WORLDSPACE’s obligation Any damage to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right destruction of part or action which WORLDSPACE and/or its Affiliates may have against EXECUTIVE or others. In no event shall EXECUTIVE be obligated to seek other employment or take any action by way of mitigation all of the amounts payable to EXECUTIVE under any of the provisions of this Agreement and, such amounts shall not be reduced whether or not EXECUTIVE obtains other employmentProjects; (b) If there shall be The taking or damaging of part or all of the Projects or any dispute between WORLDSPACE and/or its Affiliates and EXECUTIVE temporary or partial use thereof by any public authority or agency in the event exercise of the power of eminent domain, sequestration or otherwise; (c) Any assignment, novation, merger, consolidation, transfer of assets, leasing or other similar transaction of, by or affecting the Borrower, except as otherwise provided in this Agreement; (d) Any change in the tax or other laws of the United States, the State or any governmental authority; (e) Any failure of title or any lawful or unlawful prohibition of the Borrower’s use of the Projects or any portion thereof or the interference with such use by any Person or any commercial frustration of purpose or loss or revocation of any termination of EXECUTIVE’s employment thenpermits, until there is a final, nonappealable, determination pursuant to arbitration declaring that such termination was licenses or other authorizations required for Cause, that the determination by EXECUTIVE operation of the existence Projects; and (f) Any failure of Good Reason was not made in good faiththe Authority or the Trustee to perform and observe any agreement or covenant, express or implied, or any duty, liability or obligation arising out of or in connection with this Agreement, the invalidity, enforceability or disaffirmance of any of this Agreement, the Indenture or the Bonds or for any other cause similar or dissimilar to the foregoing. Furthermore, the Borrower covenants and agrees that WORLDSPACE and/or it will remain obligated under this Agreement in accordance with its Affiliates are not otherwise obligated to pay any amount or provide any benefit to EXECUTIVE and his dependents or other beneficiaries, as the case may be, under Article 4, WORLDSPACE shall pay all amountsterms, and provide all benefitsthat it will not take or participate or acquiesce in any action to terminate, to EXECUTIVE and his dependents rescind or other beneficiaries, as the case may be, that WORLDSPACE and/or its Affiliates would be required to pay or provide pursuant to Article 4 as though such termination were by WORLDSPACE and/or its Affiliates without Cause or by EXECUTIVE with Good Reason; provided, however, that WORLDSPACE shall not be required to pay any disputed amounts pursuant to avoid this Section 8.10 except upon receipt of an undertaking by or on behalf of EXECUTIVE to repay all such amounts to which EXECUTIVE is ultimately determined by the arbitrator not to be entitledAgreement.

Obligation to Make Payments. (a) WORLDSPACEUT’s obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which WORLDSPACE UT and/or its Affiliates may have against EXECUTIVE Executive or others. In no event shall EXECUTIVE Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to EXECUTIVE Executive under any of the provisions of this Agreement andAgreement, and such amounts shall not be reduced whether or not EXECUTIVE Executive obtains other employment. (b) If there shall be any dispute between WORLDSPACE and/or its Affiliates UT and EXECUTIVE Executive in the event of any termination of EXECUTIVEExecutive’s employment then, until there is a final, nonappealable, nonappealable determination pursuant to arbitration declaring that such termination was for Cause, that the determination by EXECUTIVE Executive of the existence of Good Reason was not made in good faith, or that WORLDSPACE and/or its Affiliates are UT is not otherwise obligated to pay any amount or provide any benefit to EXECUTIVE Executive and his her dependents or other beneficiaries, as the case may be, under Article 4, WORLDSPACE UT shall pay all amounts, and provide all benefits, to EXECUTIVE Executive and his her dependents or other beneficiaries, as the case may be, that WORLDSPACE and/or its Affiliates UT would be required to pay or provide pursuant to Article 4 as though such termination were by WORLDSPACE and/or its Affiliates UT without Cause or by EXECUTIVE Executive with Good Reason; provided, however, that WORLDSPACE UT shall not be required to pay any disputed amounts pursuant to this Section 8.10 8.9 except upon receipt of an undertaking by or on behalf of EXECUTIVE Executive to repay refund all such amounts to which EXECUTIVE Executive is ultimately determined by the arbitrator not to be entitled.

Obligation to Make Payments. (a) WORLDSPACE’s UT's obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which WORLDSPACE UT and/or its Affiliates may have against EXECUTIVE Executive or others. In no event shall EXECUTIVE Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to EXECUTIVE Executive under any of the provisions of this Agreement andAgreement, and such amounts shall not be reduced whether or not EXECUTIVE Executive obtains other employment. (b) If there shall be any dispute between WORLDSPACE and/or its Affiliates UT and EXECUTIVE Executive in the event of any termination of EXECUTIVE’s Executive's employment then, until there is a final, nonappealable, nonappealable determination pursuant to arbitration declaring that such termination was for Cause, that the determination by EXECUTIVE Executive of the existence of Good Reason was not made in good faith, or that WORLDSPACE and/or its Affiliates are UT is not otherwise obligated to pay any amount or provide any benefit to EXECUTIVE Executive and his her dependents or other beneficiaries, as the case may be, under Article 4, WORLDSPACE UT shall pay all amounts, and provide all benefits, to EXECUTIVE Executive and his her dependents or other beneficiaries, as the case may be, that WORLDSPACE and/or its Affiliates UT would be required to pay or provide pursuant to Article 4 as though such termination were by WORLDSPACE and/or its Affiliates UT without Cause or by EXECUTIVE Executive with Good Reason; provided, however, that WORLDSPACE UT shall not be required to pay any disputed amounts pursuant to this Section 8.10 8.9 except upon receipt of an undertaking by or on behalf of EXECUTIVE Executive to repay reply all such amounts to which EXECUTIVE Executive is ultimately determined by the arbitrator not to be entitled.

Obligation to Make Payments. (a) WORLDSPACE’s obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action actions which WORLDSPACE and/or its Affiliates may have against EXECUTIVE or others. In no event shall EXECUTIVE be obligated to seek other employment or take any action by way of mitigation of the amounts payable to EXECUTIVE under any of the provisions of this Agreement and, such amounts shall not be reduced whether or not EXECUTIVE obtains other employment. (b) If there shall be any dispute between WORLDSPACE and/or its Affiliates and EXECUTIVE in the event of any termination of EXECUTIVE’s employment then, until there is a final, nonappealable, determination pursuant to arbitration declaring that such termination was for Cause, that the determination by EXECUTIVE of the existence of Good Reason was not made in good faith, or that WORLDSPACE and/or its Affiliates are not otherwise obligated to pay any amount or provide any benefit to EXECUTIVE and his dependents or other beneficiaries, as the case may be, under Article 4, WORLDSPACE shall pay all amounts, and provide all benefits, to EXECUTIVE and his dependents or other beneficiaries, as the case may be, that WORLDSPACE and/or its Affiliates would be required to pay or provide pursuant to Article 4 as though such termination were by WORLDSPACE and/or its Affiliates without Cause or by EXECUTIVE with Good Reason; provided, however, that WORLDSPACE shall not be required to pay any disputed amounts pursuant to this Section 8.10 except upon receipt of an undertaking by or on behalf of EXECUTIVE to repay all such amounts to which EXECUTIVE is ultimately determined by the arbitrator not to be entitled.