Common use of Obligations Absolute, Etc Clause in Contracts

Obligations Absolute, Etc. AESI further covenants and agree as follows: (a) The obligations of AESI to make, or cause to be made, Equity Contributions pursuant to Section 2 of this Agreement constitute direct obligations of AESI to the Collateral Agent, and shall be enforceable by the Collateral Agent. (b) The obligations of AESI to make, or cause to be made, Equity Contributions pursuant to Section 2 hereof are and shall be absolute and unconditional and are not, and shall not be, subject to any defense or right of set-off, counterclaim, deduction, diminution, abatement, recoupment, defense, suspension, deferment or reduction or any other legal or equitable defense which such party has or hereafter may have, against any other Person (including the Company) for any reason whatsoever (including, without limitation, any circumstance which constitutes, or might be construed to constitute, an equitable or legal discharge of any or all of the Company's obligations in bankruptcy or otherwise). (c) To the extent permitted by Applicable Law, the obligations of AESI hereunder shall be absolute and unconditional, shall remain in full force and effect, and shall not be released, discharged or in any way affected, notwithstanding: (i) any lack of validity, enforceability or value of any Financing Documents or any other agreement or instrument relating thereto or to any collateral therefor; (ii) any change in the time, manner or place of payment of, or in any other term of, the Financing Documents or any amendment or waiver thereof, or any consent to departure from any of those documents; (iii) any failure to pay any taxes which may be payable with respect to the performance of its obligations hereunder by AESI or failure to obtain any authorization or approval from or other action by, or to notify or file with, any Governmental Authority required in connection with the performance of such obligations by AESI; (iv) any impossibility or impracticality of performance, force majeure, any act of any government, or other circumstance which might constitute a defense available to, or a discharge of, AESI, or any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Section 9; (v) any merger or consolidation of the Company or AESI into or with any other entity, or any sale, lease or transfer of all or any of the assets of the Company or AESI to any other Person; (vi) any change in the ownership in the Company; or (vii) to the fullest extent permitted by law, any other circumstance which might otherwise constitute a defense available to, or a discharge of, AESI or the Company. (d) AESI has no right, and shall have no right, to terminate this Agreement or to be released, relieved or discharged (other than by full and strict compliance by it with the terms hereof) from any obligation or liability hereunder for any reason whatsoever. (e) The obligations of the AESI hereunder will be performed regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the terms of the Financing Documents or any other document related thereto or the rights of any Person with respect thereto.

Obligations Absolute, Etc. AESI SEI further covenants and agree as follows------------------------- agrees: (a) The obligations obligation of AESI SEI hereunder to make, or cause make capital contributions to be made, Equity Contributions pursuant to Section 2 SEMA in accordance with the terms of this Agreement constitute (i) constitutes a direct obligations obligation of AESI SEI to SEMA for the Collateral Agentbenefit of the Owner Lessors, and (ii) shall be enforceable by SEMA, any of the Collateral AgentOwner Lessors or any of the Indenture Trustees. (b) The obligations obligation of AESI SEI hereunder to make, make or to cause to be made, Equity Contributions pursuant to Section 2 hereof are made capital contributions in accordance with the terms of this Agreement is and shall be absolute and unconditional and are is not, and shall not be, subject to any defense or right of set-offsetoff, counterclaim, deduction, diminution, abatement, recoupment, defense, suspension, deferment or reduction or any other legal or equitable defense which such party SEI has or hereafter may have, against any other Person (including SEMA or the CompanyOwner Lessors) for any reason whatsoever (including, without limitation, any circumstance which constitutes, or might be construed to constitute, an equitable or legal discharge of any or all of the CompanySEMA's obligations under the Operative Documents, in bankruptcy or otherwise). (c) To the extent permitted by Applicable Law, the The obligations of AESI SEI hereunder shall be absolute and unconditional, shall remain in full force and effect, and shall not be released, discharged or in any way affected, notwithstandingunconditional irrespective of: (i) any lack of validity, enforceability or value of any Financing Documents Operative Document or any other agreement or instrument relating thereto or to any collateral thereforthereto; (ii) any change in the time, manner or place of payment of, or in any other term of, the Financing Documents any Operative Document, or any amendment or waiver thereof, or any consent to departure from any of those documentsthe foregoing agreements; (iii) any release or amendment or waiver of or consent to departure from the terms of any Operative Document; (iv) any failure to pay any taxes which may be payable with respect to the performance of its obligations hereunder by AESI SEI or failure to obtain any authorization or approval from or other action by, or to notify or file with, any Governmental Authority or regulatory body required in connection with the performance of such obligations by AESI;SEI; or (ivv) any impossibility or impracticality impracticability of performance, force majeure, any act of any government, or other circumstance which might constitute a defense available to, or a discharge of, AESISEI, or a surety, or any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Section 9; (v) any merger or consolidation of the Company or AESI into or with any other entity, or any sale, lease or transfer of all or any of the assets of the Company or AESI to any other Person; (vi) any change in the ownership in the Company; or (vii) to the fullest extent permitted by law, any other circumstance which might otherwise constitute a defense available to, or a discharge of, AESI or the CompanySection. (d) AESI Except as permitted in Section 4.11 hereof, SEI has no right, and shall have no right, to terminate this Agreement or to be released, relieved or discharged (other than by full and strict compliance by it with the terms hereof) from any obligation or liability hereunder for any reason whatsoever. (e) The To the extent permitted by applicable law, the obligations of the AESI SEI hereunder will be performed regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the terms of the Financing Documents any Operative Document or any other document related thereto or the rights of any Person with respect thereto.

Obligations Absolute, Etc. AESI Red Oak further covenants and agree as follows: (a) The obligations of AESI Red Oak to make, or cause to be made, Equity Contributions pursuant to Section 2 of this Agreement constitute direct obligations of AESI Red Oak to the Collateral Agent, and shall be enforceable by the Collateral Agent. (b) The obligations of AESI Red Oak to make, or cause to be made, Equity Contributions pursuant to Section 2 hereof are and shall be absolute and unconditional and are not, and shall not be, subject to any defense or right of set-off, counterclaim, deduction, diminution, abatement, recoupment, defense, suspension, deferment or reduction or any other legal or equitable defense which such party has or hereafter may have, against any other Person (including the Company) for any reason whatsoever (including, without limitation, any circumstance which constitutes, or might be construed to constitute, an equitable or legal discharge of any or all of the Company's obligations in bankruptcy or otherwise). (c) To the extent permitted by Applicable Law, the obligations of AESI Red Oak hereunder shall be absolute and unconditional, shall remain in full force and effect, and shall not be released, discharged or in any way affected, notwithstanding: (i) any lack of validity, enforceability or value of any Financing Documents or any other agreement or instrument relating thereto or to any collateral therefor; (ii) any change in the time, manner or place of payment of, or in any other term of, the Financing Documents or any amendment or waiver thereof, or any consent to departure from any of those documents; (iii) any failure to pay any taxes which may be payable with respect to the performance of its obligations hereunder by AESI Red Oak or failure to obtain any authorization or approval from or other action by, or to notify or file with, any Governmental Authority required in connection with the performance of such obligations by AESIRed Oak; (iv) any impossibility or impracticality of performance, force majeure, any act of any government, or other circumstance which might constitute a defense available to, or a discharge of, AESIRed Oak, or any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Section 9; (v) any merger or consolidation of the Company or AESI Red Oak into or with any other entity, or any sale, lease or transfer of all or any of the assets of the Company or AESI Red Oak to any other Person; (vi) any change in the ownership in the Company; or (vii) to the fullest extent permitted by law, any other circumstance which might otherwise constitute a defense available to, or a discharge of, AESI Red Oak or the Company. (d) AESI Red Oak has no right, and shall have no right, to terminate this Agreement or to be released, relieved or discharged (other than by full and strict compliance by it with the terms hereof) from any obligation or liability hereunder for any reason whatsoever. (e) The obligations of the AESI Red Oak hereunder will be performed regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the terms of the Financing Documents or any other document related thereto or the rights of any Person with respect thereto.

Obligations Absolute, Etc. AESI Each Equity Holder further covenants and agree as followsagrees that: (a) The obligations of AESI such Equity Holder hereunder to make, or cause to be made, make Equity Contributions pursuant to Section 2 in accordance with the terms of this Agreement (i) constitute direct obligations of AESI to such Equity Holder, for the Collateral Agent, benefit of the Parent and the Borrower and (ii) shall be enforceable by the Collateral AgentBorrower and the Parent. (b) The obligations obligation of AESI each Equity Holder hereunder to make, make or to cause to be made, made Equity Contributions pursuant to Section 2 hereof are in accordance with the terms of this Agreement is and shall be absolute and unconditional and are is not, and shall not be, subject to any defense or right of set-off, counterclaim, deduction, diminution, abatement, recoupment, defense, suspension, deferment or reduction or any other legal or equitable defense which such party Equity Holder has or hereafter may have, against any other Person person (including that Administrative Agent or any of the CompanyLenders) for any reason whatsoever (including, without limitation, any circumstance which constitutes, or might be construed to constitute, an equitable or legal discharge of any or all of the CompanyBorrower's obligations under the Credit Agreement, in bankruptcy or otherwise). (c) To the extent permitted by Applicable Law, the The obligations of AESI the Equity Holders hereunder shall be absolute and unconditional, shall remain in full force and effect, and shall not be released, discharged or in any way affected, notwithstandingunconditional irrespective of: (i) any lack of validity, enforceability or value of the Credit Agreement or any Financing Documents other Loan Document or any other agreement or instrument relating thereto or to any collateral security interest therefor; (ii) any change in the time, manner or place of payment of, or in any other term of, the Financing Documents Credit Agreement or any other Loan Document, or any amendment or waiver thereof, or any consent to departure from any of those documentsthe foregoing agreements; (iii) any taking, exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any credit support or guaranty for the Credit Agreement or any other Loan Document; (iv) any manner of application of any collateral granted under any of the Security Documents, or proceeds thereof, or any manner of sale or other disposition of any such collateral or any other assets of the Borrower; (v) any failure to pay any taxes which may be payable with respect to the performance of its obligations hereunder by AESI such Equity Holder or failure to obtain any authorization or approval from or other action by, or to notify or file with, any Governmental Authority governmental authority or regulatory body required in connection with the performance of such obligations by AESIsuch Equity Holder; (ivvi) any impossibility or impracticality of performance, force majeure, any act of any government, or other circumstance which might constitute a defense available to, or a discharge of, AESIsuch Equity Holder, or a surety, or any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Section 9;Section, (vvii) the commencement of any merger involuntary proceeding or consolidation the filing of the Company any involuntary petition seeking (A) liquidation, reorganization or AESI into or with any other entity, or any sale, lease or transfer relief in respect of all or any of the assets Borrower, the Parent or the Parent Shareholder or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (B) the Company appointment of a receiver, trustee, custodian, sequestrator, conservator or AESI to any other Person; (vi) any change in similar official for the ownership in Borrower or the CompanyParent or for a substantial part of its assets; or (viii) the occurrence of any of the following: the Borrower, the Parent or the Parent Shareholder shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (vii) above, (C) apply for or consent to the fullest extent permitted by lawappointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for a substantial part of its assets, (D) file an answer admitting the material allegations of a petition filed against it in any other circumstance which might otherwise constitute such proceeding, (E) make a defense available to, general assignment for the benefit of creditors or a discharge of, AESI or (F) take any action for the Companypurpose of effecting any of the foregoing. (d) AESI No Equity Holder has no any right, and nor shall have no any right, to terminate this Agreement or to be released, relieved or discharged (other than by full and strict compliance by it such Equity Holder with the terms hereof) from any obligation or liability hereunder for any reason whatsoever. (e) The To the extent permitted by applicable law, the obligations of the AESI Equity Holders hereunder will be performed regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the terms of the Financing Documents any Loan Document or any other document related thereto or the rights of any Person person with respect thereto. (f) If for any reason whatsoever (including, without limitation, the insolvency, entry into bankruptcy (voluntarily or otherwise) or liquidation of the Borrower or the Parent or the failure of the Borrower or the Parent to issue Capital Stock or to accept payment therefor), any Equity Holder does not or cannot make any Equity Contribution required under this Agreement, such Equity Holder shall nevertheless pay to the Administrative Agent (for application to the amounts payable under the Credit Agreement) all such amounts that it would otherwise have been obliged to pay in accordance with the terms of this Agreement, which payment shall be deemed to discharge pro tanto its obligation hereunder.

Obligations Absolute, Etc. AESI further covenants and agree as follows: (a) The obligations of AESI the Sponsor hereunder to make, or cause to be made, make Equity Contributions pursuant to Section 2 constitutes a direct obligation of this Agreement constitute direct obligations of AESI the Sponsor to the Collateral Borrower and the Administrative Agent, for the benefit of the Secured Parties, and shall be enforceable by the Collateral Borrower or the Administrative Agent. (b) The obligations obligation of AESI the Sponsor hereunder to make, or cause to be made, make Equity Contributions pursuant to Section 2 hereof are hereunder is and shall be absolute and unconditional and are is not, and shall not be, subject to any defense or right of set-off, counterclaim, deduction, diminution, abatement, recoupment, defense, suspension, deferment or reduction or any other legal or equitable defense which such party the Sponsor has or hereafter may have, against any other Person (including the Company) person for any reason whatsoever (including, without limitation, any circumstance which constitutes, or might be construed to constitute, an equitable or legal discharge of any or all of the CompanySponsor's obligations under any of the Transaction Documents, in bankruptcy or otherwise). (c) To the extent permitted by Applicable Law, the The obligations of AESI the Sponsor hereunder shall be absolute and unconditional, shall remain in full force and effect, and shall not be released, discharged or in any way affected, notwithstandingunconditional irrespective of: (i) any lack of validity, validity or enforceability or value of any Financing of the Transaction Documents or any other agreement or instrument relating thereto or to any collateral therefor; (ii) any change in the time, manner or place of payment of, or in any other term of, any of the Financing Documents Transaction Documents, or any amendment or waiver thereof, or any consent to departure from any of those documentsthe foregoing agreements; (iii) any taking, exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any credit support or guaranty for any of the Transaction Documents; (iv) any manner of application of any collateral, or proceeds thereof, or any manner of sale or other disposition of any collateral or any other assets of any Borrower Entity; (v) any failure to pay any taxes which may be payable with respect to the performance of its obligations hereunder by AESI the Sponsor or failure to obtain any authorization or approval from or other action by, or to notify or file with, any Governmental Authority governmental authority or regulatory body required in connection with the performance of such obligations by AESI;the Sponsor; or (ivvi) any impossibility or impracticality of performance, force majeure, any act of any government, or other circumstance which might constitute a defense available to, or a discharge of, AESIthe Sponsor or a surety, or any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Section 9; (v) any merger or consolidation of the Company or AESI into or with any other entity, or any sale, lease or transfer of all or any of the assets of the Company or AESI to any other Person; (vi) any change in the ownership in the Company; or (vii) to the fullest extent permitted by law, any other circumstance which might otherwise constitute a defense available to, or a discharge of, AESI or the CompanySection. (d) AESI has no right, and shall have no right, to terminate this Agreement or to be released, relieved or discharged (other than by full and strict compliance by it with the terms hereof) from any obligation or liability hereunder for any reason whatsoever. (e) The obligations of the AESI hereunder will be performed regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the terms of the Financing Documents or any other document related thereto or the rights of any Person with respect thereto.