Irrevocable Obligation. The obligations of the Partners under this Agreement are for the benefit of the Lenders under the Credit Agreement as well as the Partnership, are irrevocable and unconditional, shall be paid without set-off or counterclaim and shall not be reduced, terminated or otherwise affected as a result of any event with respect to the Partnership of a type referred to in Section 8(f) of the Credit Agreement or for any other reason. Each Partner waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Partnership or any Partner with respect to the obligations of the Partners under this Agreement. This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Partners and their successors and assigns thereof until each Partner shall have paid in full its pro rata portion of the Partnership Obligations.
Irrevocable Obligation. Each Lender's obligation to make its Ratable Share of Revolving Credit Loans to repay the principal amount of the Swing Loans outstanding or to purchase its Ratable Share of the principal amount of the Swing Loans shall be irrevocable and shall not be subject to any qualification or exception whatsoever and shall be made under all circumstances, including without limitation any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrowers may have at any time against any Agent, any Swing Lender, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transactions; or (iii) the occurrence of any Event of Default, Potential Default, or termination of the Commitments or this Agreement.
Irrevocable Obligation. Notwithstanding any other provision of the Plan, (i) TRW’s obligation to pay Policy Premiums for a Participant who meets the requirements for a Vested Executive shall be irrevocable while such person is employed by TRW and shall remain irrevocable thereafter, unless such Participant fails to meet the definition of Vested Executive as a result of his being Terminated for Cause or unless the provisions of Section 7.01 (d) apply; and (ii) TRW’s obligation to pay Policy Premiums for a Participant who obtains an irrevocable right pursuant to the provisions of Section 9 hereof relating to Change in Control shall thereafter be irrevocable.
Irrevocable Obligation. The obligation of the Borrower to make payment to the Lender with respect to Letters of Credit shall be unconditional and irrevocable and shall not be subject to any qualification or exception whatsoever and shall be made under all circumstances, including without limitation any of the following circumstances:
(i) Any lack of validity or enforceability of this Agreement or any of the other Loan Documents;
(ii) The existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Lender or any other Person, whether in connection with this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower and the beneficiary named in any Letter of Credit);
(iii) Any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or in any statement therein being untrue or inaccurate in any respect;
(iv) The surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) The occurrence of any Default or Unmatured Default, or termination of the Commitment or this Agreement;
(vi) Any amendment, modification, waiver, consent or any substitution, exchange or release of or failure to perfect any interest in collateral security, with respect to any Letter of Credit;
(vii) Any failure, omission, delay or lack on the part of the Lender or any party to any of the Letters of Credit to enforce, assert or exercise any right, power or remedy conferred upon the Lender or any such party under this Agreement or any Letter of Credit, or any other acts or omissions on the part of the Lender or any other party; and
(viii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 2.29.
Irrevocable Obligation. The obligation of the undersigned to purchase the securities contemplated hereby and the obligation of the Company to issue and sell the securities contemplated hereby is irrevocable.
Irrevocable Obligation. The obligation of the undersigned to purchase the Units contemplated hereby and the obligation of the Company to issue and sell the Units contemplated hereby is irrevocable.
Irrevocable Obligation. Notwithstanding any other provision of the Plan, (i) TRW’s obligation to pay Policy Premiums for a Participant who meets the requirements for a Vested Executive shall be irrevocable while such person is employed by TRW and shall remain irrevocable thereafter, unless such Participant fails to meet the definition of Vested Executive as a result of his being Terminated for Cause or unless the provisions of Section 7.01 (d) apply; and (ii) TRW’s obligation to
Irrevocable Obligation. Notwithstanding any other provision of the Plan, (i) Mattel’s obligation to pay Policy Premiums for a Participant who meets the requirements for a Vested Executive shall be irrevocable while such person is employed by Mattel and shall remain irrevocable thereafter; and (ii) Mattel’s obligation to pay Policy Premiums for a Participant who obtains an irrevocable right pursuant to the provisions of Section 9 hereof relating to Change in Control thereafter shall be irrevocable.
Irrevocable Obligation. Notwithstanding any other provision of the Plan, (a) Company's obligation to pay Policy Premiums, unless the Participant is demoted to a position ineligible to participate in the Plan, shall be irrevocable while such person is employed by Company, and shall remain irrevocable thereafter unless the Participant terminates employment with Company for any reason other than death prior to the Policy Vesting Date and (b) Company's obligation to pay Policy Premiums for a Participant who obtains an irrevocable right pursuant to the provisions of Section 9 hereof relating to Change in Control thereafter shall be irrevocable.
Irrevocable Obligation. Upon delivery of the Drag Notice, the Dragged Shareholder(s) shall be irrevocably bound and obligated to sell to the Drag Purchaser (along with the Securities held by Mold-Tech) all of the Dragged Securities, at the Drag Price. In any Drag Sale:
(a) the Dragged Securities will be Transferred to the Drag Purchaser on the same terms and conditions as the Dragging Securities being sold by Mold-Tech or its Affiliates to the Drag Purchaser and the Dragged Shareholder(s) shall provide representations, warranties and indemnities in favour of the Drag Purchaser in accordance with Clause 8.2.5 (Representations and Warranties), provided that, no Dragged Shareholder shall be required to provide any representations, warranties and indemnities in connection with the Transfer of any Dragged Securities except as set forth in Clause 8.2.5 (Representations and Warranties);
(b) the Drag Purchaser will be obligated to purchase the Dragging Securities and the Dragged Securities simultaneously, and the Transfer of any Dragging Securities to the Drag Purchaser shall be conditional upon the Transfer of all Dragged Securities by the Dragged Shareholders to such Drag Purchaser;
(c) in connection with a Drag Sale, the Dragged Shareholders hereby agree to undertake the following actions for completing the Drag Sale:
(i) obtaining all requisite consents and approvals (including, any Governmental Approvals) for Transfer of the Dragged Securities to the Drag Purchaser; SHAREHOLDERS’ AGREEMENT
(ii) co-operate in making all necessary filings in connection with the Transfer of the Dragged Securities to the Drag Purchaser in such Drag Sale; and
(iii) not exercising any approval or voting rights attached to their Equity Shares in a manner contrary to the closing of the Drag Sale, provided such Drag Sale is undertaken in accordance with this Clause 8.2 (Drag Along Right).
