Common use of No Set-Off; Borrower’s Obligations Unconditional Clause in Contracts

No Set-Off; Borrower’s Obligations Unconditional. The obligation of the Borrower to make the payments and to perform and observe the other agreements on its part contained herein, in the other Subordinate Loan Documents and in the Borrower Subordinate Promissory Note shall be absolute and unconditional. So long as any principal of the Note or the Borrower Subordinate Promissory Note is outstanding, the Borrower will pay without abatement, diminution or deduction (whether for taxes or otherwise) all Loan Repayments required to be paid hereunder, regardless of any cause or circumstance whatsoever including, without limiting the generality of the foregoing: any defense, setoff, recoupment or counterclaim which the Borrower may have or assert against the Issuer, the Lender or any other holder of the Note or any other person; any failure of the Issuer to perform any covenant or agreement contained herein or in any other agreement between the Issuer or any Noteholder and the Borrower; any indebtedness or liability at any time owing to the Borrower by the Issuer, the Lender or any other Noteholder or any other person; any acts or circumstances that may constitute failure of consideration; damage to or condemnation of the Project Facilities; eviction by paramount title; commercial frustration of purpose; bankruptcy or insolvency of the Issuer, or the Lender; enforcement of any of the other Subordinate Loan Documents; any change in the tax or other laws of the United States of America or of any State or any political subdivision of either, or any failure of the Issuer or the Lender 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, the other Subordinate Loan Documents or the Authorizing Resolution.

Appears in 2 contracts

Samples: Subordinate Loan Agreement, Subordinate Loan Agreement

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No Set-Off; Borrower’s Obligations Unconditional. The obligation of the Borrower to make the payments and to perform and observe the other agreements on its part contained herein, in the other Subordinate Loan Documents and in the Borrower Subordinate Promissory Note required hereby shall be absolute and unconditional. So long Until such time as any the principal of of, premium, if any, and interest on the Note Bonds shall have been fully paid or provision for the Borrower Subordinate Promissory Note is outstandingpayment thereof shall have been made in accordance with the Indenture, the Borrower (i) will perform and observe all of its agreements contained in this Loan Agreement and (ii) will pay without abatement, diminution or deduction (whether for taxes or otherwise) all Loan Repayments amounts required to be paid hereunder, regardless of any cause or circumstance whatsoever including, without limiting the generality of the foregoing: any defense, setoffset-off, recoupment or counterclaim which the Borrower may have or assert against the Issuer, the Lender or Trustee, the Bank, any other holder Holder of the Note a Bond or any other person; any failure of the Issuer to perform any covenant or agreement contained herein or in any other agreement between the Issuer or any Noteholder and the Borrower; any indebtedness or liability at any time owing to the Borrower by the Issuer, the Lender or Trustee, the Bank, any other Noteholder Holder of a Bond or any other person; any acts or circumstances that may constitute failure of consideration; damage to or condemnation of the Project Facilities; failure or delay in completion of the Project; eviction by paramount title; commercial frustration of purpose; bankruptcy or insolvency of the Issuer, Issuer or the Lender; enforcement of any of the other Subordinate Loan DocumentsTrustee; any change in the tax or other laws of the United States of America or of any the State of Minnesota or any political subdivision of either, thereof; or any failure of the Issuer Issuer, the Bank, or the Lender Trustee 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, the other Subordinate Loan Documents Credit Agreement or the Authorizing ResolutionIndenture. The Borrower hereby waives, to the extent permitted by law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate or cancel, or to limit its liability under, this Loan Agreement except in accordance with the express terms hereof.

Appears in 1 contract

Samples: Loan Agreement (Lifecore Biomedical Inc)

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No Set-Off; Borrower’s Obligations Unconditional. The obligation of the Borrower to make the payments and to perform and observe the other agreements on its part contained herein, in the other Subordinate Loan Documents and in the Borrower Subordinate Promissory Note required hereby shall be absolute and unconditional. So long Until such time as any the principal of of, premium, if any, and interest on the Note Bonds shall have been fully paid or provision for the Borrower Subordinate Promissory Note is outstandingpayment thereof shall have been made in accordance with the Indenture, the Borrower (i) will perform and observe all of its agreements contained in this Loan Agreement and (ii) will pay without abatement, diminution or deduction (whether for taxes or otherwise) all Loan Repayments amounts required to be paid hereunder, regardless of any cause or circumstance whatsoever including, without limiting the generality of the foregoing: any defense, setoffset-off, recoupment or counterclaim which the Borrower may have or assert against the Issuer, the Lender or Trustee, any other holder Holder of the Note a Bond or any other person; any failure of the Issuer to perform any covenant or agreement contained herein or in any other agreement between the Issuer or any Noteholder and the Borrower; any indebtedness or liability at any time owing to the Borrower by the Issuer, the Lender or Trustee, any other Noteholder Holder of a Bond or any other person; any acts or circumstances that may constitute failure of consideration; damage to or condemnation of the Project Facilities; failure or delay in completion of the Project; eviction by paramount title; commercial frustration of purpose; bankruptcy or insolvency of the Issuer, Issuer or the Lender; enforcement of any of the other Subordinate Loan DocumentsTrustee; any change in the tax or other laws of the United States of America or of any the State of Minnesota or any political subdivision municipal corporation of either, ; foreclosure of the Mortgage; or any failure of the Issuer or the Lender Trustee 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, the other Subordinate Loan Documents Mortgage or the Authorizing ResolutionIndenture. The Borrower hereby waives, to the extent permitted by law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate or cancel, or to limit its liability under, this Loan Agreement or the Mortgage except in accordance with the express terms hereof.

Appears in 1 contract

Samples: Loan Agreement

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