Character of Obligation Sample Clauses

Character of Obligation. The Agency as a whole is obligated to pay to the State the payments becoming due under this contract, notwithstanding any individual default by its constituents or others in the payment to the Agency of assessments, tolls, or other charges levied by the Agency.

Character of Obligation. The Guarantee set forth in this Section 23 is a primary and original obligation of each Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this Section 23 are joint and several. The obligations of each Guarantor under this Guarantee and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid), set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by: (a) any default, failure or delay, willful or otherwise, in the performance by the Company of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document); (b) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Company or any other Person or in respect of the property of the Company or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company or any other Person; (c) impossibility or illegality of performance on the part of the Company of its obligations hereunder or under any other Financing Document; (d) the validity or enforceability of this Agreement or any other Financing Document; (e) in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not decl...

Character of Obligation. > The District as a whole is obligated to pay to the State the payments becoming due under this contract, notwithstanding any individual default by its constituents or others in the payment to the District of assessments, tolls, or other charges levied by the District.‌

Character of Obligation. The undersigned hereby unconditionally guarantees the full payment and performance by Obligor of all such financial accommodations, including all interest and other charges with respect thereto, and including all obligations of Obligor under any promissory note, loan agreement, lease, conditional sales contract, security agreement, instrument of lien, security deed or other security device in favor of NationsBanc, and all other obligations of Obligor to NationsBanc, however and whenever incurred or evidenced, whether direct or indirect, absolute or contingent, or due or to become due (hereafter the "Obligations"). The obligation of the undersigned hereunder is primary and unconditional and shall be enforceable before, concurrently or after any claim or demand made or suit filed against Obligor or any other guarantor or surety, and before, concurrently or after any proceeding by NationsBanc against any security. The obligation of the undersigned shall be effective regardless of (i) the solvency or insolvency of Obligor at any time, (ii) the extension or modification of the Obligations by operation of law or (iii) any other change in Obligor's composition, nature, personnel or location. The obligation hereunder may be considered by NationsBanc either as a guaranty or an agreement of surety. All sums owing hereunder shall be deemed to become immediately due and payable if (a) Obligor defaults in any of the Obligations or under any material agreement with NationsBanc; (b) Obligor or the undersigned becomes insolvent or unable to pay debts as they mature or admits in writing to such effect, makes a conveyance fraudulent as to creditors under any state or federal law, makes an assignment for the benefit of creditors, or any proceeding is instituted by or against Obligor or the undersigned alleging that Obligor or the undersigned is insolvent or unable to pay debts as they mature, or a petition under any provision of Title 11 of the United States Code, as amended, is brought by or against Obligor or the undersigned and, in the case of a petition or proceeding which is brought by a third party, such petition or proceeding is not removed within thirty (30) days; (c) a receiver is appointed for any part of the property or assets of Obligor or the undersigned; (d) there occurs the sale, transfer or exchange, either directly or indirectly, of a controlling interest of the Obligor other than as permitted hereunder; or (e) any statement, representation or warranty at an...

Character of Obligation. The undersigned hereby unconditionally guarantees the full payment and performance by Obligor of all such financial accommodations, now or hereafter incurred by Obligor under that certain Lease Agreement dated May 10, 2005 between BALC and Obligor (the “Lease”), however and whether incurred or evidenced, whether direct or indirect, absolute or contingent, or due or to become due in connection with the Lease (hereafter the “Obligations”). The obligation of the undersigned hereunder is primary and unconditional and shall be enforceable before, concurrently or after any claim or demand made or suit filed against Obligor or any other guarantor or surety, and before, concurrently or after any proceeding by BALC against any security, and shall be effective regardless of the solvency or insolvency of Obligor at any time, the extension or modification of the Obligations by operation of law, or the subsequent reorganization, merger or consolidation of Obligor, or any other change in its composition, nature, personnel or location; provided, however, that the undersigned shall have the right to assert any defense that may at any time be available to or asserted by Obligor under the Lease. The obligation hereunder may be considered by BALC either as a guaranty or an agreement of surety. Payment of any sum or sums due BALC hereunder will be made by the undersigned immediately upon demand by XXXX. To the extent that BALC receives payment of the Obligations, which payment is thereafter set aside or required to be repaid in whole or in part, then, to the extent of any sum not finally retained by BALC, the obligation of the undersigned hereunder shall remain in full force and effect (or be reinstated). The undersigned agrees to pay all costs of BALC of collection of any sum or sums due hereunder, and, if collected by or through an attorney, reasonable attorney’s fees incurred by BALC together with all other legal and court expenses.

Character of Obligation. Guarantor hereby unconditionally guarantees the full payment and performance by Borrower of all principal, interest and other Obligations (as such term is defined in the Loan Agreement) owing by Borrower to Lender, whether or not evidenced by promissory notes, any obligations for letters of credit or agreements with respect thereto, any drafts or any obligations for acceptances or agreements with respect thereto, including all interest and other charges stated therein, any other loans, promissory notes, advances or overadvances, including all interest and other charges stated therein, all obligations of Borrower under any security agreement, instrument of lien, security deed or other security device in favor of Lender, and all other obligations of Borrower to Lender however and whenever incurred or evidenced, whether direct or indirect, absolute or contingent, or due or to become due (collectively, the “Guaranteed Obligations”). The obligation of Guarantor hereunder is primary and unconditional and shall be enforceable before, concurrently or after any claim or demand is made or suit is filed against Borrower or any other guarantor or surety, and before, concurrently or after any proceeding by Lender against any security, and shall be effective regardless of the solvency or insolvency of Borrower at any time, the extension or modification of the Guaranteed Obligations by operation of law, or the subsequent reorganization, merger or consolidation of Borrower, or any other change in its composition, nature, personnel or location. The obligation hereunder may be considered by Lender either as a guaranty or agreement of surety. Payment of any sum or sums due to Lender hereunder will be made by Guarantor immediately upon demand by Lender. If claim is ever made upon Lender for repayment or recovery of any amount or amounts received by Lender in payment of any of the Guaranteed Obligations and Lender repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over Lender or any of its property, or (b) any settlement or compromise of any such claim effected by Lender with any such claimant (including Borrower), then in such event Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Guarantor, notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any of the Guaranteed Obligations, and Guarantor...

Character of Obligation. This Guaranty is a guaranty of payment and performance and not collection and shall be enforceable by the Sellers immediately upon any default by the Buyers in the payment or performance of any Obligation guarantied hereunder that is not cured within the applicable cure period, without any suit or action against the Guarantor or the Buyers. Any payment due hereunder from the Guarantor shall be made within thirty (30) days after notice from the Sellers of the default by the Buyers giving rise to such payment that is not cured within the applicable cure period, provided that such default is not fully cured by the end of such thirty (30) day period or otherwise the subject of a legitimate dispute. The Guarantor expressly waives any right to require that any action be brought against the Buyers or any other person, or to require that the Sellers resort to any other right or remedy that the Sellers may have. The obligations of the Guarantor hereunder shall be effective regardless of the solvency or insolvency of the Buyers at any time, the extension or modification of any indebtedness of the Buyers by operation of law or otherwise, or the subsequent reorganization, merger, consolidation, sale of stock or assets, change of ownership, or any other change in the composition, nature, or location of the Buyers. The obligations of Guarantor hereunder shall not be subject to counterclaim, set-off, abatements, recoupment and defense for any reason whatsoever other than those defenses that Buyers could raise pursuant to the terms of the Purchase Agreement.

Character of Obligation. 44 Section 22.9. Election to Perform Obligations....................... 45 Section 22.10. No Election........................................... 45 Section 22.11. Severability.......................................... 46 Section 22.12.

Character of Obligation. The obligation of the Purveyor arising out of or pursuant or incidental to this Agreement including, without limiting the generality of the foregoing, the obligations of the Purveyor to pay to the Agency the sums becoming due the Agency for water furnished hereunder, including but not limited to the Capital Facilities Charge, shall constitute a general obligation of the Purveyor and the Purveyor shall use all the powers and resources available to it under the law to collect the funds necessary for and to pay its obligations to the Agency under this Agreement which meets the terms of its option for continued service under prior contract for a water supply entered on June 13, 1974. The Purveyor as a whole is obligated to pay to the Agency the payments becoming due under this Agreement, notwithstanding any individual default by its water users, constituents or others in the payment to the Purveyor of tolls, or other charges levied by the Purveyor.

Character of Obligation. (a) This is an absolute, continuing and unconditional guaranty of payment and not of collection and if at any time or from time to time there is no outstanding Guaranteed Indebtedness, the obligations of Guarantor with respect to any and all Guaranteed Indebtedness incurred thereafter shall not be affected. This Guaranty and the Guarantor’s obligations hereunder are irrevocable and, in the event of Guarantor’s death, shall be binding upon Guarantor’s estates. All of the Guaranteed Indebtedness shall be conclusively presumed to have been made or acquired in acceptance hereof. Guarantor shall be liable, jointly and severally, with Borrower and any other guarantor of all or any part of the Guaranteed Indebtedness. (b) Lender may, at its sole discretion and without impairing its rights hereunder, (i) apply any payments on the Guaranteed Indebtedness that Lender receives from Borrower or any other source other than Guarantor to that portion of the Guaranteed Indebtedness, if any, not guaranteed hereunder, and (ii) apply any proceeds it receives as a result of the foreclosure or other realization on any collateral for the Guaranteed Indebtedness to that portion, if any, of the Guaranteed Indebtedness not guaranteed hereunder or to any other indebtedness secured by such collateral. (c) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the existence of any other guaranty or the payment by any other guarantor of all or any part of the Guaranteed Indebtedness and, in the event Paragraph 2 above partially limits Guarantor’s obligations under this Guaranty, Guarantor’s obligations hereunder shall continue until Lender has received payment in full of the Guaranteed Indebtedness. (d) Guarantor’s obligations hereunder shall not be released, diminished, impaired, reduced or affected by, nor shall any provision contained herein be deemed to be a limitation upon, the amount of credit which Lender may extend to Borrower, the number of transactions between Lender and Borrower, payments by Borrower to Lender or Lender’s allocation of payments by Borrower. (e) Without further authorization from or notice to Guarantor, Lender may compromise, accelerate, or otherwise alter the time or manner for the payment of the Guaranteed Indebtedness, increase or reduce the rate of interest thereon, or release or add any one or more guarantors or endorsers, or allow substitution of or withdrawal of collateral or other security ...