Common use of Special Obligation of the City; Obligations Absolute Clause in Contracts

Special Obligation of the City; Obligations Absolute. The City’s obligation to pay the Installment Payments and any other amounts coming due and payable hereunder is a special obligation of the City limited solely to the respective Net Revenues. Under no circumstances is the City required to advance moneys derived from any source of income other than the Net Revenues and other sources specifically identified herein for the payment of the Installment Payments and such other amounts. No other funds or property of the City are liable for the payment of the Installment Payments and any other amounts coming due and payable hereunder. The obligations of the City to make the Installment Payments from the Net Revenues and to perform and observe the other agreements contained herein are absolute and unconditional and are not subject to any defense or any right of set-­off, counterclaim or recoupment arising out of any breach by the Corporation or the Trustee of any obligation to the City or otherwise with respect to the Enterprises, whether hereunder or otherwise, or out of indebtedness or liability at any time owing to the City by the Corporation or the Trustee. Until such time as all of the Installment Payments, all of the Additional Payments and all other amounts coming due and payable hereunder have been fully paid or prepaid, the City (a) will not suspend or discontinue payment of any Installment Payments, Additional Payments or such other amounts, (b) will perform and observe all other agreements contained in this Agreement, and (c) will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Enterprises, failure to complete the acquisition and construction of the Projects by the estimated completion date thereof, sale of the Enterprises, the taking by eminent domain of title to or temporary use of any component of the Enterprises, commercial frustration of purpose, any change in the tax or law other laws of the United States of America or the State of California or any political subdivision of either thereof or any failure of the Corporation or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or this Agreement. Nothing contained in this Section 4.7 releases the Corporation from the performance of any of the agreements on its part contained herein or in the Trust Agreement, and if the Corporation fails to perform any such agreements, the City may institute such action against the Corporation as the City deems necessary to compel performance so long as such action does not abrogate the obligations of the City contained in the preceding paragraph. The City may, however, at the City’s own cost and expense and in the City’s own name or in the name of the Corporation prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect the City’s rights hereunder, and in such event the Corporation hereby agrees to cooperate fully with the City and to take such action necessary to effect the substitution of the City for the Corporation in such action or proceeding if the City may request.

Special Obligation of the City; Obligations Absolute. The City’s obligation to pay the Installment Payments, the Additional Payments and any other amounts coming due and payable hereunder is shall be a special obligation of the City limited solely to the respective Net Revenues. Under no circumstances is shall the City be required to advance moneys derived from any source of income other than the Net Revenues and other sources specifically identified herein for the payment of the Installment Payments and such other amounts. No the Additional Payments, nor shall any other funds or property of the City are be liable for the payment of the Installment Payments and the Additional Payments and any other amounts coming due and payable hereunder. The obligations of the City to make the Installment Payments and the Additional Payments from the Net Revenues and to perform and observe the other agreements contained herein are shall be absolute and unconditional and are shall not be subject to any defense or any right of set-­offsetoff, counterclaim or recoupment arising out of any breach by of the Corporation City, the Authority or the Trustee of any obligation to the City or otherwise with respect to the EnterprisesEnterprise, whether hereunder or otherwise, or out of indebtedness or liability at any time owing to the City by the Corporation Authority or the Trustee. Until such time as all of the Installment Payments, all of the Additional Payments and all other amounts coming due and payable hereunder shall have been fully paid or prepaid, the City (a) will not suspend or discontinue payment of any Installment Payments, Additional Payments or such other amounts, (b) will perform and observe all other agreements contained in this Agreement, and (c) will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Enterprises, failure to complete the acquisition and construction of the Projects by the estimated completion date thereof, sale of the EnterprisesEnterprise, the taking by eminent domain of title to or temporary use of any component of the EnterprisesEnterprise, commercial frustration of purpose, any change in the tax or law other laws of the United States of America or the State of California or any political subdivision of either thereof or any failure of the Corporation Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or this Agreement. Nothing contained in this Section 4.7 releases 4.3 shall be construed to release the Corporation Authority or the Trustee from the performance of any of the agreements on its part contained herein or in the Trust Agreement, and if in the Corporation fails event the Authority or the Trustee shall fail to perform any such agreements, the City may institute such action against the Corporation Authority or the Trustee as the City deems may deem necessary to compel performance so long as such action does not abrogate the obligations of the City contained in the preceding paragraph. The City may, however, at the City’s own cost and expense and in the City’s own name or in the name of the Corporation Authority prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect the City’s rights hereunder, and in such event the Corporation Authority hereby agrees to cooperate fully with the City and to take such action necessary to effect the substitution of the City for the Corporation Authority in such action or proceeding if the City may shall so request.

Special Obligation of the City; Obligations Absolute. The City’s obligation to pay the Installment Payments, the Additional Payments and any other amounts coming due and payable hereunder is shall be a special obligation of the City limited solely to the respective Net Revenues. Under no circumstances is shall the City required be required, obligated or liable to advance moneys derived from any source of income other than the Net Revenues and other sources specifically identified herein for the payment of the Installment Payments and such other amounts. No the Additional Payments, nor shall any other funds or property of the City are be liable for the payment of the Installment Payments and the Additional Payments and any other amounts coming due and payable hereunder. The Subject to the preceding paragraph, the obligations of the City to make the Installment Payments and the Additional Payments from the Net Revenues and to perform and observe the other agreements contained herein are shall be absolute and unconditional and are shall not be subject to any defense or any right of set-­offsetoff, counterclaim or recoupment arising out of any breach by of the Corporation City, the Authority or the Trustee of any obligation to the City or otherwise with respect to the EnterprisesWastewater Enterprise, whether hereunder or otherwise, or out of indebtedness or liability at any time owing to the City by the Corporation or the TrusteeAuthority. Until such time as all of the Installment Payments, all of the Additional Payments and all other amounts coming due and payable hereunder shall have been fully paid or prepaid, the City (a) will not suspend or discontinue payment of any Installment Payments, Additional Payments or such other amounts, (b) will perform and observe all other agreements contained in this Installment Sale Agreement, and (c) will not terminate the Term of this Installment Sale Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Enterprises, failure to complete the acquisition and construction of the Projects by the estimated completion date thereofWastewater Enterprise, sale of the EnterprisesWastewater Enterprise, the taking by eminent domain of title to or temporary use of any component of the EnterprisesWastewater Enterprise, commercial frustration of purpose, any change in the tax or law other laws of the United States of America or the State of California or any political subdivision of either thereof or any failure of the Corporation Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement Indenture or this Installment Sale Agreement. Nothing contained in this Section 4.7 releases 4.6 shall be construed to release the Corporation Authority or the Trustee from the performance of any of the agreements on its part contained herein or in the Trust AgreementIndenture, and if in the Corporation fails event the Authority or the Trustee shall fail to perform any such agreements, the City may institute such action against the Corporation Authority or the Trustee as the City deems may deem necessary to compel performance so long as such action does not abrogate the obligations of the City contained in the preceding paragraph. The City may, however, at the City’s own cost and expense and in the City’s own name or in the name of the Corporation Authority prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect the City’s rights hereunder, and in such event the Corporation Authority hereby agrees to cooperate fully with the City and to take such action necessary to effect the substitution of the City for the Corporation Authority in such action or proceeding proceedings if the City may shall so request.

Special Obligation of the City; Obligations Absolute. The City’s obligation to pay the Installment Payments and Payments, the Additional Payments, any other amounts coming due and payable hereunder is and payments with respect to Parity Obligations shall be a special obligation of the City limited solely to the respective Net Revenues. Under no circumstances is shall the City be required to advance moneys derived from any source of income other than the Net Revenues and other sources specifically identified herein for the payment of the Installment Payments, the Additional Payments and such other amounts. No or payments with respect to Parity Obligations, nor shall any other funds or property of the City are be liable for the payment of the Installment Payments, the Additional Payments or payments with respect to Parity Obligations and any other amounts coming due and payable hereunder. The obligations of the City to make the Installment Payments, the Additional Payments and payments with respect to Parity Obligations from the Net Revenues and to perform and observe the other agreements contained herein are and under agreements with respect to Parity Obligations shall be absolute and unconditional and are shall not be subject to any defense or any right of set-­offsetoff, counterclaim or recoupment arising out of any breach by of the Corporation City, the Authority or the Trustee of any obligation to the City or otherwise with respect to the EnterprisesWater System, whether hereunder or otherwise, or out of indebtedness or liability at any time owing to the City by the Corporation Authority or the Trustee. Until such time as all of the Installment Payments, all of the Additional Payments and all other amounts coming due and payable hereunder shall have been fully paid or prepaid, the City (a) will not suspend or discontinue payment of any Installment Payments, Additional Payments Payments, payments with respect to Parity Obligations or such other amounts, (b) will perform and observe all other agreements contained in this AgreementInstallment Sale Agreement and under any agreements with respect to Parity Obligations, and (c) will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Enterprises, failure to complete the acquisition and construction of the Projects by the estimated completion date thereof, sale of the Enterprises, the taking by eminent domain of title to or temporary use of any component of the Enterprises, commercial frustration of purpose, any change in the tax or law other laws of the United States of America or the State of California or any political subdivision of either thereof or any failure of the Corporation or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or this Agreement. Nothing contained in this Section 4.7 releases the Corporation from the performance of any of the agreements on its part contained herein or in the Trust Agreement, and if the Corporation fails to perform any such agreements, the City may institute such action against the Corporation as the City deems necessary to compel performance so long as such action does not abrogate the obligations of the City contained in the preceding paragraph. The City may, however, at the City’s own cost and expense and in the City’s own name or in the name of the Corporation prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect the City’s rights hereunder, and in such event the Corporation hereby agrees to cooperate fully with the City and to take such action necessary to effect the substitution of the City for the Corporation in such action or proceeding if the City may request.and

Special Obligation of the City; Obligations Absolute. The City’s obligation to pay the Installment Payments, the Additional Payments and any other amounts coming due and payable hereunder is shall be a special obligation of the City limited solely to the respective Net Revenues. Under no circumstances is shall the City required be required, obligated or liable to advance moneys derived from any source of income other than the Net Revenues and other sources specifically identified herein for the payment of the Installment Payments and such other amounts. No the Additional Payments, nor shall any other funds or property of the City are be liable for the payment of the Installment Payments and the Additional Payments and any other amounts coming due and payable hereunder. The Subject to the preceding paragraph, the obligations of the City to make the Installment Payments and the Additional Payments from the Net Revenues and to perform and observe the other agreements contained herein are shall be absolute and unconditional and are shall not be subject to any defense or any right of set-­offsetoff, counterclaim or recoupment arising out of any breach by of the Corporation City, the Authority or the Trustee of any obligation to the City or otherwise with respect to the EnterprisesEnterprise, whether hereunder or otherwise, or out of indebtedness or liability at any time owing to the City by the Corporation Authority or the Trustee. Until such time as all of the Installment Payments, all of the Additional Payments and all other amounts coming due and payable hereunder shall have been fully paid or prepaid, the City (a) will not suspend or discontinue payment of any Installment Payments, Additional Payments or such other amounts, (b) will perform and observe all other agreements contained in this Installment Sale Agreement, and (c) will not terminate the Term of this Installment Sale Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Enterprises, failure to complete the acquisition and construction of the Projects by the estimated completion date thereofEnterprise, sale of the EnterprisesEnterprise, the taking by eminent domain of title to or temporary use of any component of the EnterprisesEnterprise, commercial frustration of purpose, any change in the tax or law other laws of the United States of America or the State of California or any political subdivision of either thereof or any failure of the Corporation Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement Indenture or this Installment Sale Agreement. Nothing contained in this Section 4.7 releases 4.6 shall be construed to release the Corporation Authority or the Trustee from the performance of any of the agreements on its part contained herein or in the Trust AgreementIndenture, and if in the Corporation fails event the Authority or the Trustee shall fail to perform any such agreements, the City may institute such action against the Corporation Authority or the Trustee as the City deems may deem necessary to compel performance so long as such action does not abrogate the obligations of the City contained in the preceding paragraph. The City may, however, at the City’s own cost and expense and in the City’s own name or in the name of the Corporation Authority prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect the City’s rights hereunder, and in such event the Corporation Authority hereby agrees to cooperate fully with the City and to take such action necessary to effect the substitution of the City for the Corporation Authority in such action or proceeding proceedings if the City may shall so request.

Special Obligation of the City; Obligations Absolute. The City’s obligation to pay the Installment Payments and any other amounts coming due and payable hereunder is a special obligation of the City limited solely to the respective Net Revenues. Under no circumstances is the City required to advance moneys derived from any source of income other than the Net Revenues and other sources specifically identified herein for the payment of the Installment Payments and such other amounts. No other funds or property of the City are liable for the payment of the Installment Payments and any other amounts coming due and payable hereunder. The obligations of the City to make pay the Installment Payments from the Net Revenues and to perform and observe the other agreements contained herein are absolute and unconditional and are not subject to any defense or any right of set-­offset-off, counterclaim or recoupment arising out of any breach by the Corporation Authority or the Trustee of any obligation to the City or otherwise with respect to the EnterprisesWastewater System, whether hereunder or otherwise, or out of indebtedness or liability at any time owing to the City by the Corporation Authority or the Trustee. Until such time as all of the Installment Payments, all of the Additional Payments and all other amounts coming due and payable hereunder have been are fully paid or prepaid, the City (a) will not suspend or discontinue payment of any Installment Payments, Additional Payments or such other amounts, (b) will perform and observe all other agreements contained in this Agreement, and (c) will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the EnterprisesWastewater System, failure to complete the acquisition and construction of the Projects 2019 Wastewater Project by the estimated completion date thereof, sale of the EnterprisesWastewater System, the taking by eminent domain of title to or temporary use of any component of the EnterprisesWastewater System, commercial frustration of purpose, any change in the tax law or law other laws of the United States of America or the State of California or any political subdivision of either thereof thereof, or any failure of the Corporation Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement Indenture or this Agreement. Nothing contained in The foregoing provisions of this Section 4.7 releases 4.6 do not release the Corporation Authority from the performance of any of the agreements on its part contained herein or in the Trust AgreementIndenture, and if the Corporation Authority fails to perform any such agreements, the City may institute such action against the Corporation Authority as the City deems necessary to compel performance performance, so long as such action does not abrogate the obligations of the City contained in the preceding paragraph. The City may, however, at the City’s own its cost and expense and in the City’s own its name or in the name of the Corporation Authority, prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect the City’s rights hereunder, and in such event the Corporation hereby agrees to Authority shall cooperate fully with the City and to shall take such action necessary to effect the substitution of the City for the Corporation Authority in such action or proceeding if as the City may request.