Common use of Unconditional Obligation to Pay Clause in Contracts

Unconditional Obligation to Pay. A. It is hereby agreed that the WCID shall be unconditionally obligated to pay the Annual Requirement without set-off, counterclaim, abatement, suspension or diminution, and this Contract shall not terminate, nor shall the WCID have any right to terminate this Contract nor be entitled to the abatement of any such payment or any reduction thereof nor shall the obligations of the WCID under this Article VI be otherwise affected for any reason, including without limitation acts or conditions of GBRA that might be considered failure of consideration, destruction or damage to the Project, failure of GBRA to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation arising out of or connected with the Contract, it being the intention of the Parties that all sums required to be paid by the WCID to GBRA for such purposes shall continue to be payable in all events and the obligations of the WCID hereunder shall continue unaffected, unless the requirement to pay the same shall be reduced or terminated pursuant to an express provision of this Contract. B. If the WCID disputes the amount to be paid to GBRA, the WCID shall nonetheless promptly make payments as billed by GBRA, and if it is subsequently determined by agreement, mediation, regulatory decision, or court decision that such disputed payment should have been less, GBRA will then repay to the WCID within forty-five (45) days. In the event of non-payment, GBRA agrees the WCID may, at its option, institute suit for collection thereof and to collect any amounts due and unpaid together with interest thereon at the rate of five percent (5%) per annum. Either party may seek reasonable attorney’s fees as provided in Section 10.5. C. Nothing contained in this Article shall be construed to release GBRA from performance of any of the agreements on its part in this Contract and in the event GBRA shall fail to perform any such agreement, the WCID may seek such relief against GBRA pursuant to Section 10.5 of this Contract as the WCID deems necessary so long as same does not abrogate the WCID’s obligation to make the payments set out in this Article.

Unconditional Obligation to Pay. A. It is hereby agreed that Subject to the WCID terms of Sections 5.1, 5.2 and 5.3 hereof conditioning GBRA’s payment obligation of Hydro Revenues, the Annual GBRA Payment shall be unconditionally obligated to pay the Annual Requirement made by GBRA without set-off, counterclaim, abatement, suspension or diminution, and this Contract shall not terminate, nor shall the WCID have any right to terminate this Contract nor GBRA be entitled to the abatement of any such payment or any reduction thereof nor shall the obligations of the WCID GBRA under this Article VI V be otherwise affected for any reason, including without limitation acts or conditions of GBRA that might be considered failure of consideration, destruction or damage to the Projectlimitation, failure of GBRA the WCID to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation arising out of or connected with the this Contract, it being the intention of the Parties that all sums required to be paid by the WCID to Annual GBRA for such purposes Payment shall continue to be payable in all events and the obligations of the WCID GBRA hereunder shall continue unaffected, unless the requirement to pay the same shall be reduced or terminated pursuant to an express provision of this Contract. B. . If the WCID GBRA disputes the amount to be paid to GBRAthe WCID, the WCID GBRA shall nonetheless promptly make payments as billed by GBRApayments, and if it is subsequently determined by agreement, mediation, regulatory decision, or court decision that such disputed payment should have been less, the Parties will then make proper adjustments so that GBRA will then repay to the WCID within forty-five (45) daysreceive credit for its overpayments. In the event of non-payment, GBRA agrees the WCID may, at its option, institute suit for collection thereof and to collect any amounts due and unpaid together with interest thereon at the rate of five percent (5%) per annum. Either party may seek reasonable attorney’s fees as provided in Section 10.5. C. Nothing contained in this Article Section shall be construed to release GBRA the WCID from performance of any of the agreements on its part in this Contract and in the event GBRA the WCID shall fail to perform any such agreement, the WCID GBRA may seek such relief against GBRA the WCID pursuant to Section 10.5 of this Contract as the WCID GBRA deems necessary so long as same does not abrogate the WCIDGBRA’s obligation to make the payments set out in this ArticleSection.

Unconditional Obligation to Pay. A. It is hereby agreed that Subject to the WCID terms of Sections 5.1, 5.2 and 5.3 hereof conditioning GBRA’s payment obligation of Hydro Revenues, the Annual GBRA Payment shall be unconditionally obligated to pay the Annual Requirement made by GBRA without set-off, counterclaim, abatement, suspension or diminution, and this Contract shall not terminate, nor shall the WCID have any right to terminate this Contract nor GBRA be entitled to the abatement of any such payment or any reduction thereof nor shall the obligations of the WCID GBRA under this Article VI V be otherwise affected for any reason, including without limitation acts or conditions of GBRA that might be considered failure of consideration, destruction or damage to the Projectlimitation, failure of GBRA the WCID to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation arising out of or connected with the this Contract, it being the intention of the Parties that all sums required to be paid by the WCID to Annual GBRA for such purposes Payment shall continue to be payable in all events and the obligations of the WCID GBRA hereunder shall continue unaffected, unless the requirement to pay the same shall be reduced or terminated pursuant to an express provision of this Contract. B. . If the WCID GBRA disputes the amount to be paid to GBRAthe WCID, the WCID GBRA shall nonetheless promptly make payments as billed by GBRApayments, and if it is subsequently determined by agreement, mediation, regulatory decision, or court decision that such disputed payment should have been less, the Parties will then make proper adjustments so that GBRA will then repay to the WCID within forty-five (45) daysreceive credit for its overpayments. In the event of non-payment, GBRA agrees the WCID may, at its option, institute suit for collection thereof and to collect any amounts due and unpaid together with interest thereon at the rate of five percent (5%) per annum. Either party may seek reasonable attorney’s fees as provided in Section 10.5. C. Nothing contained in this Article Section shall be construed to release GBRA the WCID from performance of any of the agreements on its part in this Contract Contract, and in the event GBRA the WCID shall fail to perform any such agreement, the WCID GBRA may seek such relief against GBRA the WCID pursuant to Section 10.5 of this Contract as the WCID GBRA deems necessary so long as same does not abrogate the WCIDGBRA’s obligation to make the payments set out in this ArticleSection.

Unconditional Obligation to Pay. A. It is hereby agreed that the WCID shall be unconditionally obligated to pay the Annual Requirement without set-off, counterclaim, abatement, suspension or diminution, and this Contract shall not terminate, nor shall the WCID have any right to terminate this Contract nor be entitled to the abatement of any such payment or any reduction thereof nor shall the obligations of the WCID under this Article VI be otherwise affected for any reason, including without limitation acts or conditions of GBRA that might be considered failure of consideration, destruction or damage to the Project, failure of GBRA to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation arising out of or connected with the Contract, it being the intention of the Parties that all sums required to be paid by the WCID to GBRA for such purposes shall continue to be payable in all events and the obligations of the WCID hereunder shall continue unaffected, unless the requirement to pay the same shall be reduced or terminated pursuant to an express provision of this Contract. B. If the WCID disputes the amount to be paid to GBRA, the WCID shall nonetheless promptly make payments as billed by GBRA, and if it is subsequently determined by agreement, mediation, regulatory decision, or court decision that such disputed payment should have been less, GBRA will then repay to the WCID within forty-five (45) days. In the event of non-payment, GBRA agrees the WCID may, at its option, institute suit for collection thereof and to collect any amounts due and unpaid together with interest thereon at the rate of five percent (5%) per annum. Either party may seek reasonable attorney’s attorneys’ fees as provided in Section 10.5. C. Nothing contained in this Article shall be construed to release GBRA from performance of any of the agreements on its part in this Contract and in the event GBRA shall fail to perform any such agreement, the WCID may seek such relief against GBRA pursuant to Section 10.5 of this Contract as the WCID deems necessary so long as same does not abrogate the WCID’s obligation to make the payments set out in this Article.

Unconditional Obligation to Pay. A. It is hereby agreed that Subject to the WCID terms of Sections 5.1, 5.2 and 5.3 hereof conditioning GBRA’s payment obligation of Hydro Revenues, the Annual GBRA Payment shall be unconditionally obligated to pay the Annual Requirement made by GBRA without set-off, counterclaim, abatement, suspension or diminution, and this Contract shall not terminate, nor shall the WCID have any right to terminate this Contract nor GBRA be entitled to the abatement of any such payment or any reduction thereof nor shall the obligations of the WCID GBRA under this Article VI V be otherwise affected for any reason, including without limitation acts or conditions of GBRA that might be considered failure of consideration, destruction or damage to the Projectlimitation, failure of GBRA the WCID to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation arising out of or connected with the this Contract, it being the intention of the Parties that all sums required to be paid by the WCID to Annual GBRA for such purposes Payment shall continue to be payable in all events and the obligations of the WCID GBRA hereunder shall continue unaffected, unless the requirement to pay the same shall be reduced or terminated pursuant to an express provision of this Contract. B. . If the WCID GBRA disputes the amount to be paid to GBRAthe WCID, the WCID GBRA shall nonetheless promptly make payments as billed by GBRApayments, and if it is subsequently determined by agreement, mediation, regulatory decision, or court decision that such disputed payment should have been less, the Parties will then make proper adjustments so that GBRA will then repay to the WCID within forty-five (45) daysreceive credit for its overpayments. In the event of non-payment, GBRA agrees the WCID may, at its option, institute suit for collection thereof and to collect any amounts due and unpaid together with interest thereon at the rate of five percent (5%) per annum. Either party may seek reasonable attorney’s fees as provided in Section 10.5. C. Nothing contained in this Article Section shall be construed to release GBRA the WCID from performance of any of the agreements on its part in this Contract and in the event GBRA the WCID shall fail to perform any such agreement, the WCID GBRA may seek such 1 Note to Draft: GBRA Minimum Payment in the event of a reduction of hydroelectric revenues under discussion among the parties. relief against GBRA the WCID pursuant to Section 10.5 of this Contract as the WCID GBRA deems necessary so long as same does not abrogate the WCIDGBRA’s obligation to make the payments set out in this ArticleSection.

Unconditional Obligation to Pay. A. It (a) If, for any reason whatsoever (including any insolvency proceedings with respect to any Ormat Equity Party, the Ormat Borrower Entity, the Operator or any other person, or the unenforceability of any obligations under this Deed or the Senior Finance Documents or the fact that monies cannot be paid pursuant to this Deed), any Ormat Equity Party is hereby agreed not able to make or procure the making of an Equity Contribution to the Ormat Borrower or otherwise as contemplated by this Deed, including subscribing and paying for any share capital in any person or advancing any Subordinated Shareholder Loan, the Ormat Sponsor shall, nevertheless, pay to the Intercreditor Agent (to such account and in such manner as the Intercreditor Agent may notify to the Ormat Sponsor) the amount of that payment for application towards payment of the WCID relevant Equity Contribution in accordance with this Deed. (b) If the Ormat Sponsor makes a payment under paragraph (a) above: (i) the payment will: (A) be treated as being an Equity Contribution made pursuant to the provisions of this Deed, which, but for the circumstances specified in paragraph (a) above, would have applied; and (B) will discharge the Ormat Sponsor’s obligations to make the relevant Equity Contribution in an amount equal to the amount of the payment; and (ii) the Ormat Borrower Entity will be liable to the Ormat Sponsor for the amount of the payment as if the amount constituted a Subordinated Shareholder Loan pursuant to the Subordinated Shareholder Loan Agreement. (c) The obligations of each Ormat Equity Party and the Ormat Borrower Entity to make Equity Contributions pursuant to this Deed will not be affected by any act, omission, matter or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Deed (whether or not known to it or a Senior Secured Party), including: (i) any time or waiver granted to, or composition with, any person; (ii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take-up or enforce any rights against, or security over the assets of any person whatsoever or any non-presentation or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any other security; (iii) any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any person; (iv) any variation (however fundamental) or replacement of a Senior Finance Document or any other document or security so that references to the Senior Finance Documents in this Deed shall be unconditionally obligated include each variation or replacement; (v) any unenforceability, illegality or invalidity of any obligations of any person under any Senior Finance Document, or any other document or security, to pay the Annual Requirement without set-off, counterclaim, abatement, suspension or diminutionintent that each Ormat Equity Party’s and the Ormat Borrower Entity’s obligations under this Deed shall remain in full force, and this Contract shall not terminate, nor shall the WCID have any right to terminate this Contract nor be entitled to the abatement of any such payment or any reduction thereof nor shall the obligations of the WCID under this Article VI be otherwise affected for any reason, including without limitation acts or conditions of GBRA that might be considered failure of consideration, destruction or damage to the Project, failure of GBRA to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation arising out of or connected with the Contract, it being the intention of the Parties that all sums required to be paid by the WCID to GBRA for such purposes shall continue to be payable in all events and the obligations of the WCID hereunder shall continue unaffected, unless the requirement to pay the same shall be reduced or terminated pursuant to an express provision of this Contract. B. If the WCID disputes the amount to be paid to GBRA, the WCID shall nonetheless promptly make payments as billed by GBRA, and if it is subsequently determined by agreement, mediation, regulatory decision, or court decision that such disputed payment should have been less, GBRA will then repay to the WCID within forty-five (45) days. In the event of non-payment, GBRA agrees the WCID may, at its option, institute suit for collection thereof and to collect any amounts due and unpaid together with interest thereon at the rate of five percent (5%) per annum. Either party may seek reasonable attorney’s fees as provided in Section 10.5. C. Nothing contained in this Article Deed shall be construed to release GBRA from performance accordingly, as if there were no such unenforceability, illegality or invalidity; or (vi) any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any person under the Senior Finance Documents resulting from any insolvency proceeding or from any law, regulation or order so that each such obligation shall for the purposes of each Ormat Equity Party’s and the agreements on its part in Ormat Borrower Entity’s obligations under this Contract and in the event GBRA shall fail to perform any Deed be construed as if there were no such agreement, the WCID may seek such relief against GBRA pursuant to Section 10.5 of this Contract as the WCID deems necessary so long as same does not abrogate the WCID’s obligation to make the payments set out in this Articlecircumstance.