Common use of Separate undertakings Clause in Contracts

Separate undertakings. Without limiting the generality of any of the foregoing provisions of this Agreement, AESI irrevocably waives, to the fullest extent permitted by applicable law and for the benefit of, and as a separate undertaking with, the Collateral Agent, for the benefit of the Senior Parties, any defense to the performance of this Agreement which may be available to it as a consequence of this Agreement being rejected or otherwise not assumed by the Company or any trustee or other similar official for the Company or for any substantial part of the property of the Company, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding seeking to adjudicate the Company a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, protection, relief or composition of the Company or the debts of the Company under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so rejected or otherwise not assumed, or so terminated or modified, AESI agrees for the benefit of, and as a separate undertaking with the Collateral Agent, for the benefit of the Senior Parties, that it will be unconditionally liable to pay or to cause to be paid to the Collateral Agent, for the benefit of the Senior Parties, an amount equal to each payment which would otherwise be payable by it pursuant to the provisions of this Agreement, or by such party that it would have caused to make payment, under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Collateral Agent, for the benefit of the Senior Parties, in accordance with the instructions of the Collateral Agent, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied hereunder.

Separate undertakings. Without limiting the generality of any of the foregoing provisions of this Agreement, AESI each Contributing Partner irrevocably waives, to the fullest extent permitted by applicable law Applicable Law and for the benefit of, and as a separate undertaking with, the Collateral Agent, for the benefit of the Senior Parties, any defense to the performance of this Agreement which may be available to it as a consequence of this Agreement being rejected or otherwise not assumed by the Company Partnership or any trustee or other similar official for the Company Partnership or for any substantial part of the property of the CompanyPartnership, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding seeking to adjudicate the Company Partnership a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, protection, relief or composition of the Company Partnership or the debts of the Company Partnership under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so rejected or otherwise not assumed, or so terminated or modified, AESI each Contributing Partner agrees for the benefit of, and as a separate undertaking with the Collateral Agent, for the benefit of the Senior Parties, that it will be unconditionally liable to pay or to cause to be paid to the Collateral Agent, for the benefit of the Senior Parties, an amount equal to each payment which would otherwise be payable by it pursuant to the provisions of this Agreement, or by such party Party that it would have caused to make payment, under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Collateral Agent, for the benefit of the Senior Parties, in accordance with the instructions of the Collateral Agent, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied hereunder.

Separate undertakings. Without limiting the generality of any of the foregoing provisions of this Agreement, AESI Red Oak irrevocably waives, to the fullest extent permitted by applicable law and for the benefit of, and as a separate undertaking with, the Collateral Agent, for the benefit of the Senior Parties, any defense to the performance of this Agreement which may be available to it as a consequence of this Agreement being rejected or otherwise not assumed by the Company or any trustee or other similar official for the Company or for any substantial part of the property of the Company, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding seeking to adjudicate the Company a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, protection, relief or composition of the Company or the debts of the Company under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so rejected or otherwise not assumed, or so terminated or modified, AESI Red Oak agrees for the benefit of, and as a separate undertaking with the Collateral Agent, for the benefit of the Senior Parties, that it will be unconditionally liable to pay or to cause to be paid to the Collateral Agent, for the benefit of the Senior Parties, an amount equal to each payment which would otherwise be payable by it pursuant to the provisions of this Agreement, or by such party that it would have caused to make payment, under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Collateral Agent, for the benefit of the Senior Parties, in accordance with the instructions of the Collateral Agent, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied hereunder.

Separate undertakings. Without limiting the generality of any of the foregoing provisions of this Agreement, AESI Darling irrevocably waives, to the fullest extent permitted by applicable law Applicable Law and for the benefit of, and as a separate undertaking with, the Collateral Agent, for the benefit of the Senior PartiesLender, any defense to the performance of this Agreement which may be available to it Darling as a consequence of this Agreement being rejected or otherwise not assumed by the Company Borrower or any trustee or other similar official for the Company Borrower or for any substantial part of the property of the CompanyBorrower, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding seeking to adjudicate the Company a Borrower bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, protection, relief or composition of the Company Borrower or the debts of the Company Borrower under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstancecircumstance other than payment and performance in full. If this Agreement shall be so rejected or otherwise not assumed, or so terminated or modified, AESI Darling agrees for the benefit of, and as a separate undertaking with with, the Collateral Agent, for the benefit of the Senior PartiesLender, that it will be unconditionally liable to pay or to cause to be paid to the Collateral Agent, for the benefit of the Senior PartiesLender, an amount equal to each payment which would otherwise be payable by it pursuant to the provisions of this AgreementDarling, or by such party that it Darling would have caused to make payment, under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Collateral AgentLender, for at the benefit of the Senior Parties, address set forth in Section 7.13 or otherwise in accordance with the instructions of the Collateral AgentLender, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied hereunderpayment.

Separate undertakings. Without limiting the generality of any of the foregoing provisions of this Agreement, AESI the Sponsor irrevocably waives, to the fullest extent permitted by all applicable law Requirements of Law and for the benefit of, and as a separate undertaking with, the Collateral Agent, for the benefit of the Senior Parties, Administrative Agent any defense to the performance of this Agreement which may be available to it the Sponsor, as a consequence of this Agreement being nonassumable, rejected or otherwise not assumed by the Company Borrower or any trustee or other similar official for the Company Borrower or for any substantial part of the property of the CompanyBorrower, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding seeking relating to adjudicate bankruptcy or insolvency of the Company a bankrupt or insolvent Borrower or seeking liquidation, winding up, reorganization, arrangement, protection, relief or composition of the Company Borrower or the debts of the Company Borrower under any law Requirement of Law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such nonassumability, rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so nonassumable, rejected or otherwise not assumed, or so terminated or modified, AESI the Sponsor hereby agrees for the benefit of, and as a separate undertaking with the Collateral Administrative Agent, for the benefit of the Senior Parties, that it will be unconditionally liable to pay or to cause to be paid to the Collateral Administrative Agent, for the benefit of the Senior Parties, an amount equal to each payment which would otherwise be payable by it pursuant to the provisions of this Agreement, or by such party that it would have caused to make payment, Sponsor under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Collateral Administrative Agent, for the benefit of the Senior Parties, at its address specified in Section 10 or otherwise in accordance with the instructions of the Collateral Administrative Agent, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied hereunder.