Obligation Unconditional. The obligations of the Borrower under the Financing Documents shall be absolute and unconditional, irrespective of any defense or any rights of setoff, recoupment or counterclaim it might otherwise have against the Authority or the Trustee. The Borrower will not suspend or discontinue any such payment or terminate this Agreement (other than in the manner provided for hereunder) for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, failure of title, or commercial frustration of purpose, or any damage to or destruction of the Project, or the taking by eminent domain of title to or the right of temporary use of all or any part of the Project, or any change in the tax or other laws of the United States, the State or any political subdivision of either thereof, or any failure of the Authority or the Trustee to perform and observe any agreement or covenant, whether expressed or implied, or any duty, liability or obligation arising out of or connected with the Financing Documents.
Obligation Unconditional. Section 3.5.
Obligation Unconditional. Except as provided in the proviso to the second sentence of Section 7.13, the obligation of ACE to reimburse the Bank for each LOC Disbursement shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, the applicable LOC Application and any other applicable agreement or instrument under all circumstances, including the following:
(i) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating to any LOC (all of the foregoing, collectively, the “LOC Related Documents”);
(ii) any change in the time, manner or place of payment of, or in any other term of, any obligation of ACE or any other Person in respect of any LOC Related Document or any other amendment or waiver of or any consent to departure from any LOC Related Document;
(iii) the existence of any claim, set-off, defense or other right that ACE or any other Person may have at any time against any beneficiary or any transferee of an LOC (or any Person for which any such beneficiary or any such transferee may be acting), the Bank or any other Person, whether in connection with the transactions contemplated by the LOC Related Documents or any unrelated transaction;
(iv) any statement or any other document presented under an LOC proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(v) payment by the Bank under an LOC against presentation of a draft or certificate that does not strictly comply with the terms of such LOC;
(vi) any exchange, release or non-perfection of any collateral granted to secure any obligation of ACE or any other Person in connection with any Loan Document; or
(vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, ACE.
Obligation Unconditional. The obligation of each Participant to respond to individual cash calls as set forth in Section 3.02 shall be irrevocable and unconditional except as this Agreement may specifically provide otherwise. Without limiting the generality of the foregoing, such obligation shall not be affected by the modification or abandonment of the Participant's (or its Associated Producer's) plans to construct a Qualifying Facility or by the partial or complete failure or a Qualifying Facility owned or operated by the Participant or its Associated Producer, or of any equipment, plant, geothermal resource, or facility associated therewith.
Obligation Unconditional. Except to the extent that the City releases the Company from liability pursuant to Section 7.2, (i) the obligation of the Company to pay Rent and to perform its other obligations under this Lease shall be absolute and unconditional and shall not be subject to diminution by set off, counterclaim, abatement or otherwise, whether as a result of Eminent Domain with respect to, damage to or destruction of or removal of all or any portion of the Project or any other event or condition, and (ii) the Company will not suspend or discontinue payment of the Rent or fail to perform all of its obligations under this Lease and will not terminate this Lease prior to the expiration of the Term for any cause.
Obligation Unconditional. The obligations of Parent under this Guaranty are irrevocable and unconditional to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of a surety or guarantor, including fraud in the inducement or fact; the intent of this Guaranty being that the obligations of Parent hereunder shall be absolute and unconditional under all circumstances and shall not be discharged except by payment as provided for herein. Parent hereby expressly waives diligence, presentment, notice of acceptance and any requirement that Subsidiary exhaust any right, remedy or proceed against any obligor.
Obligation Unconditional. Nothing contained in this Article Fifteen or elsewhere in this Indenture is intended to or shall impair, as between a Guarantor and the holders of the Securities of each series, the obligation of such Guarantor, which is absolute and unconditional, to pay to such holders all amounts due under its Guarantee, where and as the same shall become due and payable, or is intended to or shall affect the relative rights of such holders and creditors of such Guarantor other than the holders of the Senior Indebtedness of such Guarantor, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Fifteen of the holders of Senior Indebtedness of such Guarantor in respect of cash, property, or securities of such Guarantor received upon the exercise of any such remedy.
Obligation Unconditional. Without limiting the provisions of section 2, (i) no acts of commission or omission of any kind at any time on the part of Lender (or its successors, assigns or transferees) with respect to any matter whatsoever, shall in any way impair the rights of Lender to enforce this Guaranty against the Guarantor, and (ii) no defense, right of set-off, counterclaim, or any other similar matter of any kind or nature which the Guarantor or Borrower has or may have against Lender shall be asserted as a defense to the performance of this Guaranty.
Obligation Unconditional. The obligation of CMGI to repurchase the ------------------------ Shares on behalf of CMG hereunder is absolute and unconditional without any right of offset or counterclaim.
Obligation Unconditional. SureBeam hereby acknowledges and agrees that its obligations to pay to Titan any Required Reimbursement Amount and Additional Interest pursuant to Section 1 and Section 2 above are unconditional and shall not be affected by (and SureBeam shall not assert as a defense to these payment obligations) any failure by Titan to contest any claim or demand made against it by, or to assert any defense, claim or demand or enforce or exercise any right or remedy it may have against, the Bank, any party to the Indemnity Agreement or any third party under the provisions of the Guarantee, the Indemnity Agreement or otherwise.
