Lenders' Obligations Absolute Clause Samples

The "Lenders' Obligations Absolute" clause establishes that the commitments and responsibilities of the lenders under an agreement are unconditional and must be fulfilled regardless of any external circumstances. In practice, this means that lenders cannot refuse to provide funds or perform their duties due to disputes, defaults by other parties, or changes in the underlying transaction. This clause ensures that borrowers can rely on the availability of funds or other lender obligations, thereby providing certainty and stability in the financing arrangement.
Lenders' Obligations Absolute. The obligation of each Lender to make Revolving Loans pursuant to subsection 2.2.6(c) and to purchase participations in Swing Line Loans pursuant to subsection 2.2.6(d) shall be unconditional and irrevocable, shall not be subject to any qualification or exception whatsoever, shall be made in accordance with the terms and conditions of this Agreement under all circumstances and shall be binding in accordance with the terms and conditions of this Agreement under all circumstances, including the following circumstances: (1) any lack of validity or enforceability of this Agreement, any of the other Loan Documents or any other instrument, document or agreement relating to the transactions that are the subject thereof; (2) the existence of any claim, set-off, defense or other right that the Borrower, any Guarantor or any Lender may have at any time against the Administrative Agent, the Swing Line Lender, any other Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any related transactions; (3) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; (4) the occurrence or continuance of any Default; (5) any adverse change in the condition (financial or other) of the Borrower or any Guarantor; or
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Lenders' Obligations Absolute. The obligation of each Lender to pay to the Administrative Agent, for the benefit of the Issuing Bank, its Percentage of each drawing under a Letter of Credit not indefeasibly repaid by the Borrower shall be unconditional and irrevocable, shall not be subject to any qualification or exception whatsoever, shall be made in accordance with the terms and conditions of this Agreement under all circumstances and shall be binding in accordance with the terms and conditions of this Agreement under all circumstances, including the following circumstances: (a) any lack of validity or enforceability of this Agreement, any of the other Loan Documents or any other instrument, document or agreement relating to the transactions that are the subject thereof; (b) the existence of any claim, set-off, defense or other right that the Borrower, any Guarantor or any Lender may have at any time against the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether in connection with this Agreement or the transactions contemplated herein or any related transactions; (c) any draft, statement or other document presented under or in connection with any Letter of Credit, this Agreement or any other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (d) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; (e) the occurrence or continuance of any Default; (f) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit, except for any such payment resulting from the Issuing Bank's gross negligence or willful misconduct; or (g) any other reason.
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Lenders' Obligations Absolute. Each Lender acknowledges that its obligations to a Fronting Lender under this Section 3.10, including the obligation to purchase and fund a participation in the obligations and rights of such Fronting Lender under each Letter of Credit issued by it and any drafts paid by it for which it has not been fully reimbursed by the Borrower, are absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation: (i) the occurrence and continuance of a Default or an Event of Default; (ii) any failure or inability of any other Lender to purchase or fund such a participation hereunder; or (iii) any other failure by any other Lender to fulfil its obligations hereunder. Each payment by a Lender to a Fronting Lender for its own account shall be made without any offset, compensation, abatement, withholding or reduction whatsoever.
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Lenders' Obligations Absolute. Each Lender acknowledges that its obligations to the Administrative Agent under this Article 7, including the obligation to purchase and fund a participation in the obligations and rights of the Administrative Agent under each Letter of Credit and any unpaid Reimbursement Obligation, is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, (i) the occurrence and continuance of an Event of Default or an event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, (ii) subject to the next sentence of this Section 7.5, the fact that a condition precedent to the issuance of any Letter of Credit was not in fact satisfied, (iii) any failure or inability of any other Lender to purchase or fund such a participation hereunder, or (iv) any other failure by any other Lender to fulfil its obligations hereunder. Without affecting the rights and remedies of the Administrative Agent and the Lenders with respect to the Borrower in the event of any such condition precedent is not in fact satisfied, each Lender authorizes the Administrative Agent in its sole discretion and on behalf of such Lender (but without obligating the Administrative Agent), without further notice to such Lender so long as the Administrative Agent shall have notified the Lenders two Business Days prior to the day of issuance that such condition precedent is not or will not be satisfied, to waive any condition precedent set forth in Article 10 to the issuance of the Letter of Credit (or deem each such condition precedent satisfied) in connection with each issuance of the Letters of Credit unless the Administrative Agent shall have received by the close of its business, Montreal time, on the Business Day immediately preceding the day of such issuance written instructions from the Majority Lenders not to waive such condition precedent and such written instructions have not been withdrawn by the Majority Lenders. Each payment by a Lender to the Administrative Agent for its own account shall be made, without any offset, compensation, abatement, withholding or reduction whatsoever.
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Lenders' Obligations Absolute. The obligation of each Lender to pay to the Agent its Percentage of each drawing under a Letter of Credit not indefeasibly repaid by the Borrower on the date of such drawing, shall be irrevocable, unconditional, shall not be subject to any qualification or exception whatsoever and shall be binding in accordance with the terms and conditions of this Agreement under all circumstances, including the following circumstances: (i) any lack of validity or enforceability of this Agreement; (ii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have at any time against the other, the Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transactions; (iii) any draft or any other document presented under this Agreement proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or otherwise of any of the terms of this Agreement or the other Loan Documents; (v) the occurrence or continuance of any Default; or (vi) any other reason.
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Lenders' Obligations Absolute. Each Participating Lender acknowledges that its obligations to the Agent under this Section 3.14, including the obligation to purchase and fund a participation in the obligations and rights of the Agent under each Letter of Credit and any drafts paid by it for which it has not been fully reimbursed by the Borrower, are absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation: (i) the occurrence and continuance of any default under any term or condition of the Loan Documents or any circumstance or event which, with the giving of notice or the passage of time, or both, would constitute such a default; (ii) any failure or inability of any other Participating Lender to purchase or fund such a participation hereunder; or (iii) any other failure by any other Lender to fulfil its obligations hereunder. Each payment by a Participating Lender to the Agent for its own account shall be made, without any offset, compensation, abatement, withholding or reduction whatsoever.
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Related to Lenders' Obligations Absolute

  • Lenders’ Obligations Each Lender agrees, unconditionally and irrevocably to reimburse Administrative Lender (to the extent Administrative Lender is not otherwise reimbursed by the Borrower in accordance with Section 3.03(a) hereof) on demand for such Lender's Specified Percentage of each draw paid by Administrative Lender under any Letter of Credit. All amounts payable by any Lender under this subsection shall include interest thereon at the Federal Funds Rate, from the date of the applicable draw to the date of reimbursement by such Lender. No Lender shall be liable for the performance or nonperformance of the obligations of any other Lender under this Section. The obligations of the Lenders under this Section shall continue after the Maturity Date and shall survive termination of any Loan Papers.

  • Lenders’ Obligations Several The obligations of the Lenders hereunder are several and not joint. Nothing contained in this Agreement and no action taken by the Lenders pursuant hereto shall be deemed to constitute the Lenders a partnership, association, joint venture or other entity.

  • Provider’s Obligations 9.1 The Provider shall: 9.1.1 Ensure or procure the Availability of the DER and perform the Flexibility Services in compliance with this Agreement and all Applicable Laws, Statutory Requirements and Good Industry Practice; 9.1.2 own and/or manage the DER during the Term and shall ensure that all technical, communication and data provision requirements set out in Schedule 4 and Schedule 6 are complied with at all times; 9.1.3 provide the Flexibility Services in accordance with all UK health, safety and environment legislation and approved codes of practice; 9.1.4 remedy any defect of the Flexibility Services with Good Industry Practice and to the satisfaction of the Company; 9.1.5 act diligently and in good faith in all of its dealings with the Company; 9.1.6 ensure that it is available at all times on reasonable notice to provide such assistance or information as the Company may reasonably require in connection with the Flexibility Services; 9.1.7 disclose the existence of any agreement or arrangement the Provider may have in respect of the DER that provides Flexibility Services under this Agreement that could reasonably impact Availability of the DER or the ability of the Provider to perform its obligations under this Agreement; 9.1.8 at the request of the Company, make available to the Company information in relation to the metering equipment at the DER, including but not limited to a manufacturers test certificate, single line diagram, and technical information from the manufacturer of the meter, which sets out the typical errors of the meter; 9.1.9 permit and grant (or procure) free and unrestricted rights of access to and over and egress from the Site to the Company and/or its agents or sub-contractors (upon reasonable notice) as the Company may reasonably require in order to inspect and test the DER, or to install, maintain, replace or remove communication equipment belonging to the Company in relation to the provision of flexibility services.

  • Nature of Lenders’ Obligations The obligations of the Lenders hereunder are several and not joint or joint and several. Nothing contained in this Agreement or any other Loan Document and no action taken by the Administrative Agent or the Lenders or any of them pursuant hereto or thereto may, or may be deemed to, make the Lenders a partnership, an association, a joint venture or other entity, either among themselves or with Borrower or any Subsidiary or Affiliate of Borrower. A default by any Lender will not increase the Commitment of any other Lender or the Pro Rata Share of the Revolving Facility attributable to any other Lender. Any Lender not in default may, if it desires, assume (in such proportion as the nondefaulting Lenders agree) the obligations of any Lender in default, but no Lender is obligated to do so.

  • Holder’s Obligations Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.