Agreement Absolute Clause Samples

Agreement Absolute. This Agreement shall be and remain absolute and unconditional under any and all circumstances, and no act or omission on the part of any Party to this Agreement shall affect or impair the agreement of the other Party hereunder. Each of the Parties hereby authorizes the other Party to (a) change any terms relating to such obligations of and Loan Party to such Party or the loan agreements relating thereto as such other Party in its discretion may deem advisable and with Borrower’s agreement; (b) grant renewals, increases or extensions of the time for payment of the Claim of such Party; (c) receive notes or other evidences of the obligations of the Loan Parties to such other Party or renewals, increases or extensions thereof; and (d) take or omit to take any action for the enforcement of, or waive any rights with respect to, any obligation of the Loan Parties to such other Party without invalidating or impairing any provision hereof. The Parties hereby acknowledge and agree that this Agreement does not increase or expand the obligations of Borrower under the respective Security Documents to which the Parties are party. Further, the Parties acknowledge that if Borrower, in good faith, shall make a payment of Claims in a manner that is inconsistent with the terms hereof, it shall have no liability to either Party therefor as long as Borrower cooperates with the Parties to rectify such mistake.

Agreement Absolute. Each of the Receivables Collateral Agent and the Receivables Purchasers shall be deemed to have entered into the Receivables Documents in express reliance upon this Agreement and the Lenders and the Lender Agent shall be deemed to have entered into the Loan Documents in express reliance upon this Agreement. This Agreement may not be modified or amended, except in accordance with Section 2.

Agreement Absolute. Statoil shall be deemed to have entered into and continued with the Paulsboro Oil Supply Agreement in express reliance upon this Agreement, the Revolving Lenders and the Revolving Agent shall be deemed to have entered into and continued with the Revolving Credit Agreement and the other Revolving Loan Documents in express reliance upon this Agreement, and the Term Loan Lenders and the Term Loan Agent shall be deemed to have entered into and continued with the Term Loan Credit Agreement and the other Term Loan Documents in express reliance upon this Agreement. This Agreement may not be amended or otherwise modified, unless such amendment or other modification is agreed to in writing by all of the parties hereto. This Agreement shall be applicable both before and after the filing of any petition by or against any Borrower or any other Loan Party under the U.S. Bankruptcy Code and all references herein to the Borrowers and the other Loan Parties shall be deemed to apply to a debtor-in-possession for such party and all allocations of payments between the Lenders, on the one hand, and Statoil, on the other hand, shall, subject to any court order to the contrary, continue to be made after the filing of such petition on the same basis that the payments were to be applied prior to the date of the petition.

Agreement Absolute. 13 SECTION 3.03. Successors and Assigns...................................................................13 SECTION 3.04. Third-Party Beneficiaries................................................................13 SECTION 3.05.

Agreement Absolute. Each of the Administrative Agent, the Receivables Collateral Agent and the Receivables Purchasers shall be deemed to have entered into the Receivables Documents in express reliance upon this Agreement and the Banks and the Banks' Agent shall be deemed to have entered into the Loan Documents in express reliance upon this Agreement. This Agreement shall be and remain absolute and unconditional under any and all circumstances, and no acts or omissions on the part of any party to this Agreement shall affect or impair the agreement of any party to this Agreement, unless otherwise agreed to in writing by all of the parties hereto. This Agreement shall be applicable both before and after the filing of any petition by or against the Originator or the Receivables Seller under the U.S. Bankruptcy Code and all references herein to the Originator or the Receivables Seller shall be deemed to apply to a debtor-in-possession for such party and all allocations of payments between the Banks, the Receivables Purchasers and the Receivables Collateral Agent shall, subject to any court order to the contrary, continue to be made after the filing of such petition on the same basis that the payments were to be applied prior to the date of the petition.

Agreement Absolute. Statoil shall be deemed to have entered into and continued with the Paulsboro Oil Supply Agreement in express reliance upon this Agreement and Valero shall be deemed to have entered into and continued with the Seller Note Agreement or any of the Collateral Documents in express reliance upon this Agreement. This Agreement may not be amended or otherwise modified, unless such amendment or other modification is agreed to in writing by all of the parties hereto. This Agreement shall be applicable both before and after the filing of any petition by or against PBF under the U.S. Bankruptcy Code and all references herein to PBF shall be deemed to apply to a debtor-in-possession for such party and all allocations of payments between Valero, on the one hand, and Statoil, on the other hand, shall, subject to any court order to the contrary, continue to be made after the filing of such petition on the same basis that the payments were to be applied prior to the date of the petition.

Agreement Absolute. Each of the Receivables Agent and the Receivables Purchasers shall be deemed to have entered into and continued with the Receivables Documents in express reliance upon this Agreement and the Lenders and the Lenders Agent shall be deemed to have entered into and continued with the Loan Documents in express reliance upon this Agreement. This Agreement shall be applicable both before and after the filing of any petition by or against WESCO, any other Originator or the Receivables Seller or any Loan Party under the U.S. Bankruptcy Code and all references herein to WESCO, any other Originator or the Receivables Seller or any Loan Party shall be deemed to apply to a debtor-in-possession for such party and all allocations of payments between the Lenders and the Receivables Purchasers shall, subject to any court order to the contrary, continue to be made after the filing of such petition on the same basis that the payments were to be applied prior to the date of the petition.

Agreement Absolute. Each of the Trustee, the Securitization ------------------ Company Agent and the Liquidity Agent shall be deemed to have entered into the Purchaser Documents in express reliance upon this Agreement and the Credit Lenders and the Credit Lenders' Agent shall be deemed to have entered into the Loan Documents in express reliance upon this Agreement. This Agreement shall be and remain absolute and unconditional under any and all circumstances, and no acts or omissions on the part of any party to this Agreement shall affect or impair the agreement of any party to this Agreement, unless otherwise agreed to in writing by all of the parties hereto. This Agreement shall be applicable both before and after the filing of any petition by or against the Originator or Credit Borrowers, as applicable, or the Receivables Seller under the Bankruptcy Code and all references herein to the Originator and/or Credit Borrowers or the Receivables Seller shall be deemed to apply to a debtor-in-possession for such party and all allocations of payments between the Credit Lenders, the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser shall, subject to any court order to the contrary, continue to be made after the filing of such petition on the same basis that the payments were to be applied prior to the date of the petition.

Agreement Absolute. This Agreement is absolute and irrevocable and, therefore, is not conditioned upon the parties hereto being divorced or upon court approval. It is by the parties agreed that this Agreement shall be considered o be contractual between them and binding as such upon the parties, their executors, administrators, heirs, devisees, beneficiaries, assigns and other legal representatives.