Company's Obligations Unconditional Sample Clauses

Company's Obligations Unconditional. The payment obligations of Company under this Reimbursement Agreement shall be absolute, unconditional and irrevocable and shall be satisfied strictly in accordance with the terms of this Reimbursement Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances: (a) Any lack of validity or enforceability of the Credit Documents, the Bond Documents or any other agreement or instrument relating thereto; (b) Any amendment or waiver of or any consent to departure from the terms of the Letter of Credit, the Credit Documents, the Bond Documents or any other agreement or instrument relating thereto; (c) The existence of any claim, setoff, defense or right which Company may have at any time against any beneficiary or any transferee of the Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), Bank or any other person or entity, whether in connection with this Reimbursement Agreement, the transactions contemplated by the Credit Documents or the Bond Documents, or any unrelated transaction; (d) Any statement or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) Payment by Bank under the Letter of Credit against presentation of a request which on its face appears to be in accordance with the terms of the Letter of Credit; or (f) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.
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Company's Obligations Unconditional. All Basic Payments and Additional Charges and all other payments required of the Company hereunder shall be paid without notice or demand and without setoff, counterclaim, or defense for any reason and without abatement or deduction or defense. The Company will not suspend or discontinue any such payments, and will perform and observe all of its other agreements in this Agreement, and, except as expressly permitted in Sections 7.8 and 8.4, will not terminate this Agreement for any cause, including but not limited to any acts or circumstances that may constitute failure of consideration, destruction or damage to the Project or Company's business, the taking of the Project or Company's business by Condemnation or otherwise, the lawful prohibition of the Company's use of the Project, or Company's business, the interference with such use by any private person or corporation, the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement, or lack of right, power or authority of the Issuer to enter into this Agreement, eviction by paramount title, commercial frustration of purpose, bankruptcy or insolvency of the Issuer or the Trustee, change in the tax or other laws or administrative rulings or actions of the United States of America or of the State of Nebraska or any political subdivision thereof, or failure of the Issuer to perform and observe any agreement, whether express or implied or any duty, liability or obligation arising out of or connected with this Agreement, or for any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that the Basic Payments and other amounts payable by the Company hereunder shall be paid in full when due without any delay or diminution whatever.
Sample 1
Company's Obligations Unconditional. All Loan Repayments, Additional Payments and all other payments required of the Company hereunder shall be paid without set off, counterclaim, abatement, deduction or defense except as provided in Section 8.05 hereof. The Company will not suspend or discontinue any Loan Repayments, and will perform and observe all of its other agreements in this Loan Agreement, and, except as expressly permitted in this Loan Agreement, will not terminate this Loan Agreement for any cause, including but not limited to any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Project, eviction by paramount title, commercial frustration of purpose, bankruptcy or insolvency of the Issuer or the Trustee, change in the tax or other laws or administrative rulings or actions of the United States of America or of the State or any political subdivision thereof, or failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Loan Agreement.
Sample 1
Company's Obligations Unconditional. The obligations of the Company under this Agreement and each of the other Financing Documents (including its reimbursement obligations hereunder) shall be absolute, unconditional, irrevocable, and performed strictly in accordance with the terms of each of the Financing Documents irrespective of any right of setoff, counterclaim or defense to payment which the Company may have against the Bank, the beneficiary of the Letter of Credit (or any other person for whom such beneficiary may be acting), or any other person, including any defense based on (i) any failure of any drawing on the Letter of Credit by the Depositary to conform to the terms of the Letter of Credit or the invalidity, inaccuracy, falsity, or lack of genuineness, whether by forgery, fraud or otherwise, of any document, demand, or statement presented under the Letter of Credit, or (ii) any failure of the Company to receive all or any part of the proceeds of the sale of any Commercial Paper Notes with respect to which such drawing on the Letter of Credit was made by the Depositary, or (iii) any non-application or misapplication by the Depositary of the proceeds of such drawing, or (iv) the illegality, invalidity, irregularity or unenforceability of all or any of the Financing Documents, or (v) any amendment or waiver of any of the Financing Documents or (vi) the expiration of the Letter of Credit; provided, however, that the Company shall not be obligated to reimburse the Bank for any wrongful payment or disbursement made under the Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Bank.
Sample 1
Company's Obligations Unconditional. All payments required of the Company hereunder shall be made without notice or demand and without setoff, counterclaim, abatement, deduction or defense. The Company will not suspend or discontinue any such payments, will perform and observe all of its other agreements in this Agreement, and, except as expressly permitted in this Agreement, will not terminate this Agreement for any cause, including but not limited to any acts or circumstances that may constitute failure of consideration, bankruptcy or insolvency of the Issuer, the Credit Bank or the Trustee, change in the tax or other laws or administrative rulings or actions of the United States of America or the State or any political subdivision thereof, or failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture.
Sample 1
Company's Obligations Unconditional. The obligations of the Company under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with this Agreement (subject to any modifications, waivers or consents by the Bank in accordance with the terms hereof) under any and all circumstances, and shall not be affected by (a) any lack of validity or enforceability of any other Related Documents; (b) any amendment of, or any waiver or consent with respect to, all or any of the other Related Documents; (c) the existence of any claim, set-off, defense or other rights which the Company may have at any time against the Issuer, the Trustee, or any other person; (d) any breach of contract or other dispute between the Company and any person; (e) any statement or document presented under the Letter of Credit proving to be forged, fraudulent, untrue, inaccurate, invalid or insufficient in any respect; (f) any payment by the Bank under the Letter of Credit against presentation of a sight draft or certificate which does not comply with the terms of the Letter of Credit (except as otherwise expressly provided in Subsection 2.3(a) where such payment constitutes gross negligence or willful misconduct of the Bank); (g) any delay, extension of time, renewal, compromise or other indulgence or modification agreed to by the Bank, with or without notice to or approval by the Company in respect of any of the Company's indebtedness to the Bank under this Agreement; (h) any failure to complete the Project; (i) any exchange, release or nonperfection of any lien or security interest in any collateral pledged or otherwise provided to secure any of the obligations contemplated herein or in any of the other Related Documents; (j) any non-recourse nature of any of the Company's obligations under any of the Related Documents; or (k) any other circumstance or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, nothing contained in this Section shall be construed to release the Bank from the performance of any of the covenants, undertakings or agreements of the Bank contained in this Agreement, except as otherwise expressly provided herein or to prevent the Company from enforcing any of the covenants, undertakings or agreements of the Bank in this Agreement directly against the Bank by suit for specific performance or claims for damages or a combination of the foregoing.
Sample 1
Company's Obligations Unconditional. The obligations of Company to make the payments required in Sections 4.02 and 4.04 hereof and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional; and, until such time as the principal of, premium, if any, and interest on the Series 1994 Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Series 1994 Bonds and the Trust Indenture, the Company (i) will not suspend or discontinue any payments provided for in Sections 4.02 and 4.04 hereof, (ii) will perform and observe all of its other agreements contained in this Loan Agreement and the Deed of Trust, and (iii) will not be relieved of its obligations hereunder for any cause, including, without limiting the generality of each of the foregoing, failure to complete the
Sample 1
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Related to Company's Obligations Unconditional

  • Guarantor’s Obligations Unconditional The covenants and agreements of the Guarantor set forth herein shall be primary obligations of the Guarantor, and such obligations shall be continuing, absolute and unconditional, shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense (other than full and strict compliance by the Guarantor with its obligations hereunder), whether based upon any claim that Lessee or the Guarantor or any other Person may have against Lessor or any other Person or otherwise, and shall remain in full force and effect without regard to, and shall not, to the fullest extent permitted by applicable laws, be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not the Guarantor or Lessee shall have any knowledge or notice thereof) including, without limitation: (a) any amendment, modification, addition, deletion, supplement or renewal to or other change in the Obligations, the Lease or any other Operative Document or any of the agreements referred to in any thereof, or any other instrument or agreement applicable to any Operative Document or any of the parties to such agreements, or to the Aircraft, or any assignment, mortgage or transfer thereof or of any interest therein, or any furnishing or acceptance of additional security for, guarantee of, or right of offset with respect to, any of the Obligations; or the failure or release of any security or the failure of Lessor to perfect or insure any interest in any collateral, including the Collateral; (b) any failure, omission or delay on the part of Lessee or Lessor to conform or comply with any term of any instrument or agreement referred to in clause (a) above; (c) any waiver, consent, extension, indulgence, compromise, release or other action or inaction under or in respect of any instrument, agreement, guarantee, right of offset or security referred to in clause (a) above or any obligation or liability of Lessee or Lessor, or any exercise or nonexercise by Lessor of any right, remedy, power or privilege under or in respect of any such instrument, agreement, guarantee, right of offset or security or any such obligation or liability; (d) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to Lessee, Lessor or any other Person or any of their respective properties or creditors, or any action taken by any trustee, receiver, other Person or court in any such proceeding; (e) any limitation on the liability or obligations of any Person under the Lease or any other Operative Document, the Obligations, any collateral security for the Obligations or any other guarantee of the Obligations or any reductions, limitation, impairment, discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the foregoing, the obligations under the Lease or any other agreement, instrument, guarantee or security referred to in clause (a) above or any term of any thereof; (f) any defect in the title, compliance with specifications, condition, design, operation or fitness for use of or any damage to or loss or destruction of, or any interruption or cessation in the use of the Aircraft or any part thereof by Lessee or any other Person for any reason whatsoever (including, without limitation, any governmental prohibition or restriction, condemnation, requisition, seizure or any other act on the part of any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof (even though such duration would otherwise constitute a frustration of a lease), whether or not resulting from accident and whether or not without fault on the part of Lessee or any other Person; (g) any merger or liquidation of Lessee or any merger or consolidation of the Guarantor into or with any other corporation or partnership or any sale, lease or transfer of any of the assets of Lessee or the Guarantor to any other Person; (h) any change in the ownership of the capital stock of Lessee; or (i) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing and any other circumstance that might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against the Guarantor. The obligations of the Guarantor, set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties, notwithstanding any provision in the Lease or any other agreement limiting the liability of Lessor or any other Person. Nothing herein shall prohibit Lessor from exercising its rights against the Guarantor or any other Person simultaneously, jointly or severally. The Guarantor shall be bound by each and every ruling, order and judgment obtained by Lessor in respect of any of the obligations guaranteed hereunder whether or not the Guarantor is a party to the action or proceeding in which such ruling, order or judgment is issued or rendered.

  • Obligations Unconditional The obligations of the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, Swap Contracts or Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents, any Swap Contract or Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Treasury Management Agreements shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Swap Contract or Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Treasury Management Agreements shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Swap Contract or any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Treasury Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations.

  • CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL The obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion. (A) The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company. (B) The Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor between the end of the Pricing Period and the Closing Date via a Put Settlement Sheet (hereto attached as Exhibit D). Immediately after receipt of confirmation of delivery of such Securities to the Investor, the Investor, by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company, will disburse the funds constituting the Purchase Amount. (C) The representations and warranties of the Investor shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Equity Line Transaction Documents to be performed, satisfied or complied with by the Investor on or before such Closing Date. (D) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • Conditions of the Company’s Obligations The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

  • The Company’s Obligations 3.1 The Company undertakes that it shall: a. use all best endeavours to promote and maximise the sales of Products in accordance with this Agreement; b. sell and distribute Products in a transparent and fair manner and in compliance with Applicable Laws and good industry practice relating to the sale of goods to consumers; and c. honour and be accountable for every Product it purchases and resells. 3.2 The Authorised Reseller undertakes that it will not: a. sell any Products for less than their Face Value; b. acquire Products from any source other than through Global Village; c. sell and/or list Products, nor allow the sale and/or listing of Products, to any person or entity that the Company has reason to believe will or may re-sell Products or use Products for promotional or other commercial purposes, including but not limited to, listing the Products on any online or coupon discount distributors either directly or via its business to business reseller network, without Global Village’s prior written consent; d. offer or exploit Products in any way in connection with the solicitation of contributions or donations; e. alter, make any addition to, or tamper with, entry tickets, including to obscure or change the Face Value; f. advertise or carry anything that has any reference to gambling or sexual, salacious, racist and/or non-Islamic values, is offensive to public morals and sentiments, may create controversial issues or is not morally or legally acceptable. Where, in the opinion of Global Village, any material is to contravene this Clause 3.2(f), the Company must immediately remove, or procure the removal of, such material from display and distribution; g. use, within the UAE market, any keywords relating to or associated with any of the Park or Programme on any online search engine including but not limited to Google for the purposes of advertising or otherwise. 3.3 Without limiting any of its obligations under this Agreement, the Company shall, and shall ensure its re-sellers, notify and procure the agreement of each purchaser (and holder) of the Products that: a. the Programme and admission is reserved for families on Family Day; b. Products are single-use, non-refundable, non-transferrable and non-resaleable; c. Global Village can deny admission or remove visitors from the Park or the Programme for any reason in its sole discretion; d. Global Village can extend or cancel the Park opening during the Programme for reason; e. that the rights and remedies in respect of the promotion, sale, purchase and redemption of Products are exclusively against the Company, with no right or remedy against Global Village or its affiliates. The Company shall further promptly inform each end user of the Products of any update affecting the Programme and any facility or attraction in them which is communicated to the Company by Global Village. Under no circumstances will Global Village or its affiliates be responsible to the Company for any refunds, partial or full, if the Programme or any facility or attraction in any of the Programme or the Park is unavailable for any reason whatsoever; and f. entry into the Park and all Products are subject to Global Village’s Terms and Conditions (as stated in Schedule 2 relating to the Programme), as may be unilaterally updated by Global Village from time to time. 3.4 The Company will provide all Marketing to Global Village at its own expense. No marketing may be undertaken by the Company without the prior consent of Global Village. 3.5 The Company will ensure that their tourist packages are managed with the highest level of care, skill and diligence in accordance with best practice in the Company's industry. 3.6 The Company will ensure that the Products do not infringe the Intellectual Property Rights of Global Village or any third party. 3.7 Breach of Clause 3 shall be considered as a material breach of this Agreement.

  • Company’s Obligations The Company shall provide Executive with any and all necessary or appropriate current financial information and access to current information and records regarding all material transactions involving the Company, including but not limited to acquisition of assets, personnel contracts, dispositions of assets, service agreements and registration statements or other state or federal filings or disclosures, reasonably necessary for Executive to carry out Executive's duties and responsibilities hereunder. In addition, the Company agrees to provide Executive, as a condition to Executive's services hereunder, such staff, equipment and office space as is reasonably necessary for Executive to perform Executive's duties hereunder.

  • Company’s Obligation Each RSU represents the right to receive a Share on the vesting date. Unless and until the RSUs vest, the Employee will have no right to receive Shares under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

  • Conditions to the Company’s Obligation 3.2.2.1 With respect to a given Purchaser, the obligation of the Company to consummate the sale of the Subordinated Notes and to effect the Closing is subject to delivery by or at the direction of such Purchaser to the Company of this Agreement, duly authorized and executed by such Purchaser.

  • Obligations of the Company Unconditional Nothing contained in this Article Thirteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company and the Holders of the Securities of any series, the obligation of the Company, which is absolute and unconditional, to pay to such Holders the principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities of such series as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of such Holders and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Thirteen, of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Notwithstanding anything to the contrary in this Article Thirteen or elsewhere in this Indenture or in the Securities, upon any distribution of assets of the Company referred to in this Article Thirteen, the Trustee, subject to the provisions of Sections 601 and 603, and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to such Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Thirteen so long as such court has been apprised of the provisions of, or the order, decree or certificate makes reference to, the provisions of this Article Thirteen.

  • Conditions to Company’s Obligations The obligations of the Company to issue and sell the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser are subject to the satisfaction by such Purchaser, on or before such Closing Date, of the following conditions: (a) The representations and warranties contained in Section 2.3 shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (b) Such Purchaser shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (e) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.

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