Released Obligations. Buyer will indemnify Sellers from and against any and all claims, actions, proceedings, judgments, damages, losses, costs, expenses or liabilities incurred or suffered by, or brought or made against Sellers with respect to any accounts payable reflected on the Europe and Latin/Mexico Closing Balance Sheet and any accounts payable of Latin America or Mexico guaranteed by Sellers in existence at the Closing and the leases and agreements being transferred or assigned through the transfer of stock or otherwise under this Agreement to the extent that the existence of any of the foregoing does not constitute a breach of any representation or warranty contained in this Agreement and will enter into an agreement reasonably satisfactory to Sellers with respect to such guarantees set forth on Schedule 6.12.

Released Obligations. All obligations of the Parties pursuant to the Released Transactions are (and shall be deemed) null and void and of no force and effect.

Released Obligations. (a) Seller hereby releases and waives Buyer, its respective affiliates, officers, directors, managers, shareholder, members, partners, employees, representatives, agents, beneficiaries, personal representatives, successors and assigns (the “Buyer Released Parties”) from any and all claims, demands, obligations, losses, causes of action, breach of contract, costs, audit rights, expenses, attorneys’ fees, and liabilities of any nature whatsoever, whether based uxxx xxxxxxxx, xxxx, xxxxxx liability, statutory, regulatory, or other legal or equitable theory of recovery, whether known or unknown, which either Party currently has, had, or claims to have had, against any or all of the Parties, which relate in any way to, or arise from, or are in any manner connected: (i) any obligation to pay the Outstanding Buyer Obligations, (ii) the Outstanding Obligations, and (iii) the Governing Agreements, including all provisions of the Governing Agreements intended to survive the termination of the Governing Agreements or bind the Parties in perpetuity (collectively, the “Buyer Released Obligations”). (b) Buyer hereby releases and waives Seller, its respective affiliates, officers, directors, managers, shareholder, members, partners, employees, representatives, agents, beneficiaries, personal representatives, successors and assigns (the “Seller Released Parties”) from any and all claims, demands, obligations, losses, causes of action, breach of contract, costs, audit rights, expenses, attorneys’ fees, and liabilities of any nature whatsoever, whether based uxxx xxxxxxxx, xxxx, xxxxxx liability, statutory, regulatory, or other legal or equitable theory of recovery, whether known or unknown, which either Party currently has, had, or claims to have had, against any or all of the Parties, which relate in any way to, or arise from, or are in any manner connected: (i) any obligation to pay the Outstanding Seller Obligations, (ii) the Outstanding Obligations, and (iii) the Governing Agreements, including all provisions of the Governing Agreements intended to survive the termination of the Governing Agreements or bind the Parties in perpetuity (collectively, the “Seller Released Obligations”). (c) This Agreement and all undertakings are not and may not in any way be construed or deemed to be evidence or an admission or a concession of any fault, liability or fact or any other matter whatsoever on the part of any Party to this Agreement in connection with the Buyer Released Obliga...

Released Obligations. The Sellers and the Company shall have terminated and forever discharged and unconditionally released in full each of the Released Obligations, without cost or penalty to the Company, and the Sellers shall have provided Purchaser with documentation reasonably satisfactory to the Purchaser to evidence the termination, discharge and release of each such Released Obligations.

Released Obligations. In consideration of the sale and transfers of the Membership Interests, and the payments to be made by Seller pursuant to Section 1.3, effective immediately upon the Closing Buyer and the Company hereby release Seller and its Affiliates (other than the Company) from any and all obligations and liabilities owed by Seller or any of its Affiliates toBuyer or the Company, including each of the following: (a) all obligations and liabilities under the First Amendment and Restated Operating Agreement of Southeast Biofuels LLC, dated as of December 12, 2006, as amended (the “SEB Operating Agreement”), (b) all obligations and liabilities under the First Amended and Restated Operating Agreement for Renewable Spirits LLC, dated as of December 12, 2006, as amended (the “RS Operating Agreement”), and (c) subject to the provisions of Section 1.3, all obligations and liabilities, whether as a primary obligor or as a guarantor or surety with respect to obligations of the Company, that arise under or in connection with the Asset Contribution Agreement, dated as of December 12, 2006, as amended (the “Asset Contribution Agreement”), between the Buyer and the Company (which upon the date of the Asset Contribution Agreement was a wholly-owned subsidiary of the Seller), including any and all obligations to make payments to Buyer under Section 4(c) of the Asset Contribution Agreement, (all such obligations and liabilities being referred to collectively as the “Released Obligations”).

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Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Transaction Obligor of its obligations under any of the Finance Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; (d) have or be deemed to have any relationship of trust or agency with, any Obligor.
Prior Obligations I represent that my performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party.
Retained Obligations Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).
Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.
Prior Payment of Guaranteed Obligations In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.
Guaranteed Obligations The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligations.”
Guarantied Obligations Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.
Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.
Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.
Buyer Obligations During the Delivery Term, Buyer shall arrange and be responsible for transmission service, including risk of transmission outage or curtailment, from the Delivery Point and bear all risks and costs associated with such transmission service, including, but not limited to, any transmission outages or curtailment. During the Delivery Term, Buyer shall Schedule or arrange for Scheduling Coordinator services with its Transmission Providers to receive the Product at the Delivery Point. During the Delivery Term, Buyer shall be responsible for all CAISO costs and charges, electric transmission losses and congestion from the Delivery Point.

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