Common use of Absolute Obligations Clause in Contracts

Absolute Obligations. Each Pledgor expressly agrees that until all Secured Obligations are indefeasibly paid and performed in full and each and every term, covenant and condition of this Pledge Agreement, the Note and the Guaranty of each Pledgor is fully and indefeasibly performed, no Pledgor shall be released of its obligations, waivers and agreements set forth herein or under the Purchase Agreement, Guaranty or Note 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: (a) Any act or event which might otherwise discharge, reduce, limit or modify Pledgors’ obligations hereunder or under the Note or the Guaranty or the liens and encumbrances against the Collateral in favor of Secured Party; (b) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party or any failure to proceed promptly or otherwise as against Company, any Pledgor, or any other person or entity or any security; (c) Any action, omission or circumstance which might increase the likelihood that Secured Party might enforce the rights granted under this Pledge Agreement or under the Note or the Guaranty or which might affect the rights or remedies of any Pledgor as against Company; or (d) Any dealings occurring at any time between Company and Secured Party, whether relating to the Secured Obligations or otherwise. (e) To the extent permitted by law, each Pledgor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement and under the Purchase Agreement, Note or the Guaranty 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 each Pledgor under this Pledge Agreement and under the Note or the Guaranty shall be absolute and unconditional under any and all circumstances, to the extent permitted by law.

Absolute Obligations. Each Pledgor expressly agrees that until all Secured Obligations are indefeasibly paid and performed in full and each and every term, covenant and condition of this Pledge Agreement, the Note and the Guaranty of each Agreement to which Pledgor is a party is fully and indefeasibly performed, no Pledgor shall not be released of its obligations, waivers and agreements set forth herein or under the Purchase Agreement, Guaranty or Note 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: (ai) Any act or event which might otherwise discharge, reduce, limit or modify Pledgors’ Pledgor's obligations hereunder or under the Note or the Guaranty or the liens and encumbrances against the Collateral in favor of Secured Party; (bii) 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 Companythe Acquisition Sub, any PledgorGuarantor, Pledgor or any other person or entity Person or any security; (ciii) 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 under the Note or the Guaranty or which might affect the rights or remedies of any Pledgor as against Companythe Acquisition Sub or any Guarantor; or (div) Any dealings occurring at any time between Company the Acquisition Sub or any Guarantor and Secured PartyParty or any Lender, whether relating to the Secured Obligations or otherwise. (e) To the extent permitted by law, each . Pledgor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement and under the Purchase Agreement, Note or the Guaranty 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 each Pledgor under this Pledge Agreement and under the Note or the Guaranty shall be absolute and unconditional under any and all circumstances, to the extent permitted by law.

Absolute Obligations. Each Pledgor expressly agrees that until all Secured Obligations are indefeasibly paid and performed in full and each and every term, covenant and condition of this Pledge Agreement, the Note Agreement and the Guaranty of each Pledgor other Loan Document is fully and indefeasibly performed, no Pledgor shall not be released of its obligations, waivers and agreements set forth herein or under the Purchase Agreementin any other Loan Document, Guaranty or Note 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: (ai) Any act or event which might otherwise discharge, reduce, limit or modify Pledgors’ Pledgor’s obligations hereunder or under the Note or the Guaranty other Loan Documents or the liens and encumbrances against the Collateral in favor of Secured Party; (bii) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party or any failure to proceed promptly or otherwise as against Companyany borrower, any Pledgor, or any other person or entity or any security; (ciii) Any action, omission or circumstance which might increase the likelihood that Secured Party might enforce the rights granted under this Pledge Agreement or under the Note or the Guaranty other Loan Documents or which might affect the rights or remedies of any Pledgor as against Companyany borrower; or (div) Any dealings occurring at any time between Company any borrower and Secured Party, whether relating to the Secured Obligations or otherwise. (e) To the extent permitted by law, each . Pledgor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement and under the Purchase Agreement, Note or the Guaranty all other Loan Documents 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 each Pledgor under this Pledge Agreement and under the Note or the Guaranty all other Loan Documents shall be absolute and unconditional under any and all circumstances, to the extent permitted by law.

Absolute Obligations. Each Pledgor expressly agrees that until all the Discharge of Obligations shall have occurred, or unless otherwise expressly agreed in writing between Pledgor and Secured Obligations are indefeasibly paid and performed in full and each and every termParty, covenant and condition of this Pledge Agreement, the Note and the Guaranty of each Pledgor is fully and indefeasibly performed, no Pledgor shall not be released of its obligations, waivers and agreements set forth herein or under the Purchase Agreement, Guaranty or Note 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: (a) Any act or event which might otherwise discharge, reduce, limit or modify Pledgors’ Pledgor’s obligations hereunder or Buyer’s obligations under the Note or the Guaranty Crude Supply Agreements or the liens and encumbrances against the Collateral in favor of Secured Party; (b) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party or any failure to proceed promptly or otherwise as against CompanyHEP, any Pledgor, Buyer or any other person Person or entity or any collateral or other security; (c) Any action, omission or circumstance which might increase the likelihood that Secured Party might enforce the rights granted under this Pledge Agreement or under the Note or the Guaranty Crude Supply Agreements or which might affect the rights or remedies of any Pledgor as against CompanyHEP; or (d) Any dealings occurring at any time between Company HEP, Buyer or Pledgor and Secured Party, whether relating to the Secured Obligations or otherwise. . Pledgor has knowledge and assumes all responsibility for being and keeping itself informed of the Buyer’s financial condition, affairs and assets, and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope and extent of the risks which Pledgor assumes and incurs hereunder, and has adequate means to obtain from the Buyer on an ongoing basis information relating thereto and the Buyer’s ability to pay and perform its obligations under the Crude Supply Agreements and otherwise, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Pledge Agreement is in effect. Pledgor acknowledges and agrees that (ex) To Secured Party shall have no obligation to investigate the extent permitted by lawfinancial condition or affairs of the Buyer for the benefit of Pledgor nor to advise Pledgor of any fact respecting, each or any change in, the financial condition, assets or affairs of the Buyer that might become known to Secured Party at any time, whether or not Secured Party knows or believes or has reason to know or believe that any such fact or change is unknown to Pledgor, or might (or does) increase the risk of Pledgor hereby expressly waives hereunder and surrenders (y) Secured Party shall have no duty to advise Pledgor of information known to it regarding any defense of the aforementioned circumstances or risks. Notwithstanding the foregoing to the contrary, nothing herein shall prevent Pledgor from asserting against Secured Party the defense of payment or performance of the obligations under this Pledge Agreement and Secured Obligations by Buyer under the Purchase Agreement, Note or the Guaranty 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 each Pledgor under this Pledge Agreement and under the Note or the Guaranty shall be absolute and unconditional under any and all circumstances, to the extent permitted by lawCrude Supply Agreements.

Absolute Obligations. Each Pledgor Trustor expressly agrees that until all Secured Obligations are indefeasibly paid and performed in full and each and every term, covenant and condition of this Pledge Agreement, the Note Deed of Trust and the Guaranty of each Pledgor other Loan Document to which Trustor is a party is fully and indefeasibly performed, no Pledgor Trustor shall not be released of its obligations, waivers and agreements set forth herein or under the Purchase Agreement, Guaranty or Note in any other Loan Document nor shall the validity, enforceability or priority of the liens and encumbrances against the Collateral Mortgaged Property in favor of Secured Party Beneficiary be affected in any manner by or because of: (ai) Any act or event which might otherwise discharge, reduce, limit or modify Pledgors’ Trustor's obligations hereunder or under the Note or the Guaranty other Loan Documents or the liens and encumbrances against the Collateral Mortgaged Property in favor of Secured PartyBeneficiary; (bii) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party Beneficiary or any Bank or any failure to proceed promptly or otherwise as against Company, any PledgorTrustor, or any other person or entity Person or any security; (ciii) Any action, omission or circumstance which might increase the likelihood that Secured Party Beneficiary or any Bank might enforce the rights granted under this Pledge Agreement Deed of Trust or under the Note or the Guaranty other Loan Documents or which might affect the rights or remedies of any Pledgor Trustor as against Company; or (div) Any dealings occurring at any time between Company and Secured PartyAgent or any Bank, whether relating to the Secured Obligations or otherwise. (e) To the extent permitted by law, each Pledgor . Trustor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement Deed of Trust and under the Purchase Agreement, Note or the Guaranty all other Loan Documents or to the enforcement of the liens and encumbrances against the Collateral Mortgaged Property in favor of Secured Party Beneficiary 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 Deed of Trust that the obligations of each Pledgor Trustor under this Pledge Agreement Deed of Trust and under the Note or the Guaranty all other Loan Documents shall be absolute and unconditional under any and all circumstances, to the extent permitted by law.

Absolute Obligations. Each Pledgor expressly agrees that until all the Discharge of Obligations shall have occurred, or unless otherwise expressly agreed in writing between Pledgor and Secured Obligations are indefeasibly paid and performed in full and each and every termParty, covenant and condition of this Pledge Agreement, the Note and the Guaranty of each Pledgor is fully and indefeasibly performed, no Pledgor shall not be released of its obligations, waivers and agreements set forth herein or under the Purchase Agreement, Guaranty or Note 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: (a) Any act or event which might otherwise discharge, reduce, limit or modify Pledgors’ Pledgor’s obligations hereunder or Buyer’s obligations under the Note or the Guaranty Crude Supply Agreement or the liens and encumbrances against the Collateral in favor of Secured Party; (b) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party or any failure to proceed promptly or otherwise as against CompanyHEP, any Pledgor, Buyer or any other person Person or entity or any collateral or other security; (c) Any action, omission or circumstance which might increase the likelihood that Secured Party might enforce the rights granted under this Pledge Agreement or under the Note or the Guaranty Crude Supply Agreement or which might affect the rights or remedies of any Pledgor as against Company; orHEP; (d) Any dealings occurring at any time between Company HEP, Buyer or Pledgor and Secured Party, whether relating to the Secured Obligations or otherwise.; or (e) To Any right of offset held by Pledgor under the extent permitted by lawNet Settlement Agreement, each Pledgor hereby expressly waives dated as of October 1, 2004 (the “Netting Agreement”), between Buyer and surrenders any defense to the performance Secured Party other than a reduction of the obligations under this Pledge Agreement and under the Purchase Agreement, Note or the Guaranty 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 each Pledgor under this Pledge Agreement and under the Note or the Guaranty shall be absolute and unconditional under any and all circumstances, Obligations to the extent permitted under the Crude Supply Agreement in connection with amounts set off against such Secured Obligations pursuant to the Netting Agreement. Pledgor has knowledge and assumes all responsibility for being and keeping itself informed of the Buyer’s financial condition, affairs and assets, and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope and extent of the risks which Pledgor assumes and incurs hereunder, and has adequate means to obtain from the Buyer on an ongoing basis information relating thereto and the Buyer’s ability to pay and perform its obligations under the Crude Supply Agreement and otherwise, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Pledge Agreement is in effect. Pledgor acknowledges and agrees that (x) Secured Party shall have no obligation to investigate the financial condition or affairs of the Buyer for the benefit of Pledgor nor to advise Pledgor of any fact respecting, or any change in, the financial condition, assets or affairs of the Buyer that might become known to Secured Party at any time, whether or not Secured Party knows or believes or has reason to know or believe that any such fact or change is unknown to Pledgor, or might (or does) increase the risk of Pledgor hereunder and (y) Secured Party shall have no duty to advise Pledgor of information known to it regarding any of the aforementioned circumstances or risks. Notwithstanding the foregoing to the contrary, nothing herein shall prevent Pledgor from asserting against Secured Party the defense of payment or performance of the Secured Obligations by lawBuyer under the Crude Supply Agreement.

Absolute Obligations. Each Pledgor expressly agrees that until all Secured Obligations are the Debt is indefeasibly paid and performed in full and each and every term, covenant and condition of this Pledge Agreement, the Note Agreement and the Guaranty of each Pledgor other Loan Documents is fully satisfied and indefeasibly performed, no Pledgor shall not be released of its obligations, waivers and agreements set forth herein or under the Purchase Agreementherein, Guaranty or Note in any other Loan Document nor shall the validity, enforceability or priority of the liens and encumbrances against the Collateral in favor of Secured Party Agent be affected in any manner by or because of: (ai) Any act or event which might otherwise discharge, reduce, limit or modify Pledgors’ any Pledgor’s obligations hereunder or under the Note or the Guaranty other Loan Documents or the liens and encumbrances against the Collateral in favor of Secured PartyAgent, other than indefeasible payment in full of the Obligations; (bii) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party Agent or any failure to proceed promptly or otherwise as against Company, any Pledgor, Pledgor or any other person or entity Person or any security; (ciii) Any action, omission or circumstance which might increase the likelihood that Secured Party Agent might enforce the rights granted under this Pledge Agreement or under the Note or the Guaranty other Loan Documents or which might affect the rights or remedies of any Pledgor as against Companyany other Person; or (div) Any dealings occurring at any time between Company Pledgor or any of its Affiliates and Secured PartyAgent, whether relating to the Secured Obligations or otherwise. (e) To the extent permitted by law, each . Pledgor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement and under the Purchase Agreement, Note or the Guaranty all other Loan Documents or to the enforcement of the liens and encumbrances against the Collateral in favor of Secured Party Agent based upon any of the foregoing acts, omissions, agreements, waivers or matters described in this subsectionsubsection (other than the defense that payment has been made). It is the purpose and intent of this Pledge Agreement that the obligations of each Pledgor under this Pledge Agreement and under the Note or the Guaranty all other Loan Documents shall be absolute and unconditional under any and all circumstances, to the extent permitted by law.