Undertaking to pay. Each Obligor which is a Party undertakes with the Security Agent on behalf of the Finance Parties that it will, on demand by the Security Agent, pay to the Security Agent all money from time to time owing, and discharge all other obligations from time to time incurred, by it under or in connection with the Finance Documents.
Undertaking to pay. (a) Subject to paragraph (b), each Chargor undertakes duly and punctually to pay to each Chargee an amount equal to each JV Funding Amount when that JV Funding Amount is due, whether or not the Chargor is the obligor, or the relevant Chargee is the obligee, of that JV Funding Amount.
(b) A Chargor’s obligation under paragraph (a) to make a payment in relation to a JV Funding Amount is taken to be satisfied to the extent that the obligor of that JV Funding Amount makes payment of the JV Funding Amount to the relevant obligee in accordance with the Transaction Documents.
Undertaking to pay. (a) The Company undertakes to pay each Finance Party within three Business Days of demand an amount equal to any liability, damages, loss, cost or expense (including legal fees, costs and expenses) incurred by or awarded against that Finance Party or any of its Affiliates or any of its (or its Affiliates’) directors, officers, employees or agents (each a “Relevant Party”) arising out of, in connection with or based on any actual or potential action, claim, suit, investigation or proceeding arising out of, in connection with or based on:
(i) any Finance Document;
(ii) the arranging, underwriting or syndication of the Facilities;
(iii) the use of proceeds of any Loan; or
(iv) the use of any Letter of Credit or Bank Guarantee, except to the extent such liability, damages, loss, cost or expense incurred or awarded results from any breach by a Finance Party of a Finance Document which is finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Relevant Party.
(b) The Company undertakes to pay each Finance Party, within three Business Days of demand, an amount equal to any cost or expense (including legal fees, costs and expenses) incurred by any Relevant Party in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding arising out of, in connection with or based on any of the above, whether or not pending or threatened and whether or not any Relevant Party is a party.
(c) No Finance Party shall have any duty or obligation, whether as fiduciary for any Relevant Party or otherwise, to recover any payment made or required to be made under paragraph (a).
(d) The Company agrees that no Relevant Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any of its Affiliates for or in connection with anything referred to in paragraph (a) above except for any such liability, damages, loss, cost or expense incurred by the Company that results directly from any breach by that Relevant Party of any Finance Document which is in each case finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Relevant Party.
(e) Notwithstanding paragraph (d) above, no Relevant Party shall be responsible or have any liability to the Company or any of its Affiliates or anyone else for consequential losses or damages.
Undertaking to pay. The Borrower shall discharge each Obligation when due in accordance with its terms or, in the case of an Obligation the terms of which do not provide a time for payment, immediately on demand by the Administrative Agent.
Undertaking to pay. 7.1 You undertake to pay (or to procure payment) to each of the Indemnified Persons (as defined below) as soon as reasonably practicable, and in any event within 5 Business Days following demand, an amount equal to any liability, damages, cost, loss or expense (each, a “Loss”) (including reasonable and documented legal fees) incurred by any of the Mandated Lead Arrangers, the Underwriters, the Facility Agent, the Security Agent or any of their respective Affiliates or any of their (or their respective Affiliates’) directors, officers, employees or agents (each, an “Indemnified Person”) arising out of, in connection with or based on any action, claim, suit, investigation or proceeding (in each case, whether or not any Indemnified Person is party and including any action, claim, investigation or proceeding to preserve or enforce rights) commenced, pending or threatened in relation to any Underwriting Document, the use of proceeds of the Facility or the Acquisition (whether or not made) except to the extent that such Loss resulted primarily from (a) the gross negligence or wilful misconduct of such Indemnified Person, (b) any breach by such Indemnified Person of any term of the Underwriting Documents or any confidentiality undertaking with any Obligor or any Group Member, (c) any wilful breach by such Indemnified Person of any applicable law or (d) claims of an Indemnified Person solely against one or more other Indemnified Persons and not arising out of any act or omission by you, an Obligor, any Group Member or any Affiliate thereof.
7.2 You undertake to pay (or to procure payment) to each Indemnified Person on demand an amount equal to any cost or expense (including reasonable and documented legal fees) incurred by such Indemnified Person in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding arising out of, in connection with or based on any of the above, whether or not any Indemnified Person is a party.
7.3 None of the Mandated Lead Arrangers or the Underwriters shall have any duty or obligation, whether as fiduciary for any Indemnified Person or otherwise, to recover any payment made under paragraph 7.1 or 7.2.
7.4 You agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or any of your Affiliates for or in connection with anything referred to in paragraph 7.1 except, following your agreement to the Underwriting Docu...
Undertaking to pay. The Borrower hereby irrevocably and unconditionally undertakes to pay to the Parallel Debt Agent an amount equal to the Secured Liabilities, as and when the Secured Liabilities are due.
Undertaking to pay. The Mortgagor must pay or discharge the Secured Liabilities in the manner, and at the times, provided for in the Finance Documents.
Undertaking to pay. At the request of FSB and COBE, COB hereby irrevocably undertakes in favor of the Administrative Agent that COB will honor the Administrative Agent’s sight drafts drawn on COB and payable to the order of the Administrative Agent upon presentation of such drafts to COB at the address to which notices are deliverable to COB under Section 11.02 hereof accompanied by a written certification referred to below (such undertaking to honor such drafts being herein called, the “Undertaking”). Each draft must be accompanied by written certification of the Administrative Agent in the form of Exhibit J to this Agreement. Each draft drawn under and in compliance with the Undertaking will be duly honored by COB forthwith upon presentation by paying the amount of such draft to the Administrative Agent at the Administrative Agent’s Account in the manner specified in Section 4.01 hereof.
Undertaking to pay. The Borrower undertakes with the Security Agent on behalf of the Finance Parties that it will, on demand by the Security Agent, pay to the Security Agent all money from time to time owing, and discharge all other obligations from time to time incurred, by it under or in connection with the Finance Documents provided that any payment under this undertaking shall discharge its obligation to pay such amount to the relevant Finance Party entitled to such payment.
Undertaking to pay. In relation to each Class of Notes (as the same may be amended, modified, extended or renewed from time to time), the LLP undertakes to the Applicable Enforcing Party for the benefit of the relevant Noteholders to make full and prompt payment, when such Class is Due for Payment and at all times thereafter, of the Issuer’s obligations to pay all Payment Amounts with respect to such Class. This undertaking is independent of the Issuer’s obligations and given by the LLP by way of indemnity and so as primary obligor and not as surety.
