Obligations Absolute and Unconditional. The obligations of the Parent under this Agreement shall be absolute and unconditional and shall remain in full force and effect until the entire principal, interest and Make-Whole Amount (if any) on the Notes and all other sums due pursuant to Section 23.1 shall have been paid, and such obligations shall not be affected, modified or impaired upon the happening from time to time of any circumstance or occurrence, including, without limitation, the following, whether or not with notice to or the consent of the Parent:
(a) the extension of the time for payment of any principal of, or interest (or Make-Whole Amount, if any) on any Note owing or payable on such Note or of the time of or for performance of any obligations, covenants or agreements under or arising out of this Agreement or the extension or the renewal of any thereof;
(b) the modification or amendment of any obligation, covenant or agreement set forth in this Agreement or the Notes;
(c) the power or authority or the lack of power or authority of the Issuer to issue the Notes or to execute and deliver this Agreement;
(d) the existence or continuance of the Issuer as a legal entity;
(e) any failure to present the Notes for payment or to demand payment thereof, or to give the Issuer or the Parent notice of dishonor for non-payment of the Notes, when and as the same may become due and payable, or notice of any failure on the part of the Issuer to do any act or thing or to perform or to keep any covenant or agreement by it to be done, kept or performed under the terms of the Notes or this Agreement;
(f) any failure, omission, delay or lack on the part of the holders of the Notes to enforce, assert or exercise any right, power or remedy conferred on the holders of the Notes in this Agreement or the Notes or any other act or acts on the part of the holders from time to time of the Notes;
(g) the acceptance of any security or any guaranty, the advance of additional money to the Issuer, or any sale, release, substitution or exchange of any security;
(h) the waiver, compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Issuer contained in this Agreement or the payment, performance or observance thereof;
(i) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorgani...
Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate agrees that the US Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and Holdings, the Company and each US Obligor Affiliate hereby waives the right to require any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note or this Agreement, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers under a Note or this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have c...
Obligations Absolute and Unconditional. (a) The obligations of Guarantor hereunder are primary obligations of Guarantor and are an absolute, unconditional, continuing and irrevocable guaranty of payment and not of collectibility or performance and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Borrower's or the Partners' liabilities and obligations to the Banks. If one or both Partners shall fail to pay any of the Guaranteed Obligations as and when they are due, Guarantor shall forthwith pay such Guaranteed Obligations in immediately available funds, and each such failure by either Partner to pay a Guaranteed Obligation shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises.
(b) The Banks may, at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of or notice to Guarantor, except such notice as may be required by applicable law which cannot be waived or any notice required hereunder, without incurring responsibility to Guarantor, without impairing or releasing the obligations of Guarantor hereunder, upon or without any terms or conditions and in whole or in part, (i) change the manner, place and terms of payment or change or extend the time of such payment of, renew, or alter any Guaranteed Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof or in any manner modify, amend or supplement the terms of the Contingent Equity Contribution Agreement, any documents, instruments or agreements executed in connection therewith, and the guaranty herein made shall apply to the Guaranteed Obligations, as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against Borrower or one or both Partners or others (including Guarantor) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of Guarantor hereunder; (iv) settle or compromise any Guaranteed Obligations and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to the Banks or others; (v) sell, exchange, rel...
Obligations Absolute and Unconditional. Each Borrower hereby agrees that its Obligations hereunder and under the Loan Documents shall be unconditional, irrespective of:
(a) the validity, enforceability, avoidance or subordination of any of the Obligations or any of the Loan Documents as to any other Borrower;
(b) the absence of any attempt by, or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders to collect, or to take any other action to enforce, all or any part of the Obligations whether from or against any Borrower or any other Person liable for such Obligations;
(c) the election of any remedy available under the Loan Documents or applicable Requirements of Law by, or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders with respect to all or any part of the Obligations;
(d) the waiver, consent, extension, forbearance or granting of any indulgence by, or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders with respect to any provision of any of the Loan Documents;
(e) the failure of the Administrative Agent, the Issuing Banks or any of the Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations;
(f) the election by, or on behalf of, the Administrative Agent, the Issuing Banks or any of the Lenders, in any proceeding which constitutes a Bankruptcy Event, involving any other Borrower of any right which is comparable to the rights set forth in Section 1111(b)(2) of the Bankruptcy Code;
(g) any borrowing or grant of a security interest by any other Borrower, or any receiver or assignee following the occurrence of a Bankruptcy Event, pursuant to any provision of applicable law comparable to Section 364 of the Bankruptcy Code;
(h) the disallowance, under any provision of applicable law comparable to Section 502 of the Bankruptcy Code, of all or any portion of the claims against any Borrower held by any of the Lenders, the Issuing Banks or the Administrative Agent, for repayment of all or any part of the Obligations;
(i) the insolvency of any other Borrower; and
(j) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of any Borrower (other than Payment In Full of the Obligations).
Obligations Absolute and Unconditional. Subject to Section 3.10, the obligation of the Local Government to make the payments required by this Agreement shall be absolute and unconditional. The Local Government shall pay all such amounts without abatement, diminution or deduction (whether for taxes or otherwise) regardless of any cause or circumstance whatsoever including, without limitation, any defense, set-off, recoupment or counterclaim that the Local Government may have or assert against VRA, the Trustee or any other person.
Obligations Absolute and Unconditional. The obligations of the Corporation under this Loan Agreement are general obligations of the Corporation, and the full faith and credit of the Corporation is pledged to the payment of all amounts due and payable by the Corporation under this Loan Agreement. The Corporation shall pay all such amounts due and payable under this Loan Agreement using any and all available resources of the Corporation, as necessary. The Corporation shall pay all Loan Payments and other payments due under this Loan Agreement and perform its obligations, covenants and agreements under this Loan Agreement, without notice or demand, and without abatement, deduction, set-off, counterclaim, recoupment, discrimination or defense or any right of termination or cancellation arising from any circumstances whatsoever, and regardless of the invalidity of any portion of this Loan Agreement, and, to the extent permitted by law, the Corporation waives the provisions of any statute or other law now or hereafter in effect contrary to any of its obligations, covenants or agreements under this Loan Agreement or which releases or purports to release the Corporation therefrom. Nothing in this Loan Agreement shall be construed as a waiver by the Corporation of any rights or claims the Corporation may have against the Authority or the Bond Trustee under this Loan Agreement or otherwise, but any recovery upon such rights or claims shall be had from the Authority or the Bond Trustee separately, it being the intent of this Loan Agreement that the Corporation shall be unconditionally and absolutely obligated to perform fully all of its obligations, agreements and covenants under this Loan Agreement for the benefit of the Owners of the Bonds.
Obligations Absolute and Unconditional. Each Borrower hereby agrees that its Obligations hereunder and under the Loan Documents shall be unconditional, irrespective of:
(a) the validity, enforceability, avoidance or subordination of any of the Obligations or any of the Loan Documents as to the other Borrower;
(b) the absence of any attempt by, or on behalf of, any Agent, any Issuing Bank or any Lender to collect, or to take any other action to enforce, all or any part of the Obligations whether from or against the other Borrower;
(c) any borrowing or grant of a security interest by the other Borrower or any receiver or assignee in relation to the other Borrower following the occurrence of any event described in Section 9.01(f), pursuant to any provision of applicable law comparable to Section 364 of the Bankruptcy Code;
(d) the disallowance, under any provision of applicable law comparable to Section 502 of the Bankruptcy Code, of all or any portion of the claims against the other Borrower held by any Lender, any Issuing Bank or any Agent, for repayment of all or any part of the Obligations;
(e) the insolvency of the other Borrower; and
(f) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the other Borrower (other than payment in full in cash of the Obligations and the termination of the Commitments).
Obligations Absolute and Unconditional. (a) The obligations of TECO hereunder are primary obligations of TECO and are an absolute, unconditional, continuing and irrevocable guaranty of payment and performance of the Supported Obligations and not of collectibility and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Original Contractor's, Contractor's or Contractor Guarantor's liabilities and obligations to the Beneficiaries. If Original Contractor or Contractor shall fail to pay or perform any of the Supported Obligations as and when they are due or required, TECO shall forthwith perform or pay such Supported Obligations (and in the case of any payment required hereunder, in immediately available funds), and each such failure by Original Contractor or Contractor to pay or perform a Supported Obligation shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises.
(b) Subject to the following sentence, the Beneficiaries may, at any time and from time to time (whether or not after revocation or termination of this Undertaking) without the consent of or notice to TECO, except such notice as may be required by applicable law which cannot be waived or any notice required hereunder, without incurring responsibility to TECO, without impairing or releasing the obligations of TECO hereunder, upon or without any terms or conditions and in whole or in part, (i) change the manner, place and terms of payment or performance or change or extend the time of such payment or performance of, renew, or alter any Supported Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof or in any manner modify, amend or supplement the terms of the Construction Contract, any documents, instruments or agreements executed in connection therewith, and the undertaking herein made shall apply to the Supported Obligations, as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against Original Contractor, Contractor, Contractor Guarantor or others (including TECO) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of TECO hereunder; (iv) settle or compromise any Supported Obligations and/or any obligations and liabilities (including any of those hereunder...
Obligations Absolute and Unconditional. Parent agrees that its obligations hereunder shall be absolute and unconditional. Parent further agrees that it shall not be necessary to exhaust any remedies or causes of action against Franchisee or others as a condition of the obligations of the Parent. Parent hereby expressly waives, to the extent permitted by Law, any right it may have to require FRANCHISOR to prosecute collection or seek to enforce or resort to any remedies against Franchisee, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY THE PARENT THAT DEMAND UNDER THIS GUARANTY MAY BE MADE BY FRANCHISOR AND THE PROVISIONS HEREOF ENFORCED BY FRANCHISOR.
Obligations Absolute and Unconditional. The obligations of the Borrower to the Lenders under this Agreement shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, 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, set-off, defense or any right which the Borrower or any of its Subsidiaries or Affiliates may have at any time against the Lenders (other than the defense of payment to the Lenders in accordance with the terms of this Agreement) or any other Person, whether in connection with this Agreement, any other Loan Document, or any unrelated transaction; (iii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (iv) the occurrence of any Default or Event of Default; and (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.