Unconditional Obligation. The obligation of the Borrower to make the payments pursuant to this Agreement and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the Issuer, and during the term of this Agreement, the Borrower shall pay (or cause to be paid) absolutely the payments to be made on account of the loan as prescribed in Section 4.2 and all other payments as prescribed herein, free of any deductions and without abatement, diminution or set-off. Until such time as the principal of and premium, if any, and interest on the Bonds shall have been fully paid, or provisions for the payment thereof shall have been made as required by the Indenture, the Borrower (i) will not suspend or discontinue any payments required hereunder, including payments provided for in Section 4.2 hereof; (ii) will perform and observe all of its other covenants contained in this Agreement and all obligations required to be performed by it by the Indenture; and (iii) except as provided in Article VII hereof, will not terminate this Agreement for any cause, including, without limitation, the occurrence of any act or circumstance that may constitute failure of consideration, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either of them, or any failure of the Issuer or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except to the extent permitted by this Agreement.
Unconditional Obligation. The obligations of Oglethorpe hereunder are absolute and unconditional and will be paid or performed strictly in accordance with this Agreement, irrespective of, and Oglethorpe waives any defense to the performance of its obligations hereunder as a result of:
(a) any lack of validity or enforceability of, or any amendment or other modification of, extension of time for performance under or compliance under, or waiver with respect to, this Agreement, any of the Operative Documents, any of the AMBAC Surety Documents or any of the other Surety Bond Documents or any other instrument, document or agreement;
(b) any exchange, release or nonperfection of any security interest in property now or hereafter securing any obligation, whenever arising, under this Agreement, any of the Operative Documents, any of the AMBAC Surety Documents or any of the other Surety Bond Documents or any other instrument, document or agreement;
(c) any circumstances which might otherwise constitute a defense available to, or discharge of, Oglethorpe with respect to this Agreement, any of the Operative Documents, any of the AMBAC Surety Documents or any of the other Surety Bond Documents or any other instrument, document or agreement;
(d) whether or not any of the acts mentioned in any of the provisions of this Agreement, any of the Operative Documents, any of the AMBAC Surety Documents or any of the other Surety Bond Documents or any other instrument, document or agreement referred to herein or therein shall be done or omitted;
(e) whether the maturity of any Covered Obligations shall be accelerated, or any Covered Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Operative Documents, the Surety Bond Documents, the AMBAC Surety Documents or any other instrument, document or agreement referred to herein or therein shall be waived or any other guarantee for any Covered Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(f) any loss of possession of the Facility by Oglethorpe, whether by reason of the foreclosure of the Oglethorpe Mortgage or otherwise;
(g) the bankruptcy or insolvency of Oglethorpe, the Facility Lessor, the Owner Participant, AMBAC or Berkshire or any reorganization, arrangement, compromise, composition, liquidation or plan affecting Oglethorpe, the Facility Lessor, the Owner Participant, AMBAC or Berkshire shall occur; or
(h) whether this Agreement, any of the...
Unconditional Obligation. The Parent/Guardian acknowledges that unless enrollment is cancelled in writing prior to the cancellation deadlines stated in this contract, and if there are no withdrawal conditions as outlined above, the undersigned parents/guardians assume full legal and financial responsibility to pay tuition for the full academic year. The Parent/Guardian further agrees and understands that no refund or remission of tuition shall be made by the School for any reason whether due to absence, dismissal, school closure due to inclement weather or pandemic flu outbreak, acts of God, government action, terrorism, or epidemics, or withdrawal for disciplinary, academic, or personal reasons, and that upon dismissal or withdrawal, any remaining balance on the student’s account becomes due and payable.
Unconditional Obligation. If Tenant fails to pay all or any part of any Credit when due after expiration of any applicable grace, notice or cure period, Guarantor shall immediately pay to Landlord all amounts then due and payable in connection with any Credit, regardless of whether or not Landlord first pursues Tenant or exhausts any of its rights or remedies against Tenant, any other guarantor, others or other Security. Guarantor shall not have any right of subrogation to the rights of Landlord against any of the assets of Tenant or any other guarantor of the Lease until after indefeasible payment in full of the Credit.
Unconditional Obligation. This Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies Holder may have, may be enforced against Borrower by summary proceeding pursuant to N.Y. Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought.
Unconditional Obligation. The obligations of each Borrowing Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of any other Borrower under this Agreement or the other Credit Documents;
(ii) any modification or amendment of or supplement to this Agreement or the other Credit Documents;
(iii) any merger or consolidation, change in the corporate existence, structure or ownership of any other Borrower, or any insolvency, bankruptcy, reorganization, adjustment, composition, liquidation or other similar proceeding affecting any other Borrower or its assets;
(iv) the existence of any claim, set-off or other rights which such Borrowing Guarantor may have at any time against any other Borrower, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(v) any invalidity or unenforceability relating to or against any other Borrower for any reason of any provision or all of this Agreement or the other Credit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any other Borrower of the principal of or interest on any loan or any other amount payable by it under this Agreement or the other Credit Documents; or
(vi) any other act or omission to act or delay of any kind by any other Borrower, Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of such Borrower's obligations or Borrowing Guarantor's obligations under this Agreement or the other Credit Documents.
Unconditional Obligation. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, interest and liquidated damages (if any) on, this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company. This Debenture ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein. As long as there are Debentures outstanding, the Company shall not and shall cause it subsidiaries not to, without the consent of the Holders, (i) amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holders (creation of a class of preferred stock that does not otherwise alter the relative rights, preferences or terms of this Debenture or otherwise breach other provisions of the Transaction Documents will not violate this clause); or (ii) enter into any agreement with respect to the foregoing. The Company may not prepay principal amount under the Debentures without the consent of the Holders.
Unconditional Obligation. This Agreement constitutes an absolute, unconditional, complete, present and continuing guaranty of payment and performance and not of collection, and the obligations of Guarantor hereunder shall be primary, absolute, independent and unconditional under any and all circumstances whatsoever. Guarantor intends to remain liable as principal for payment or performance of the Guaranteed Obligations until all such indebtedness has been irrevocably paid in full and the other terms, covenants and conditions of the Purchase Agreement, the other Transaction Documents and this Agreement have been performed, notwithstanding any circumstance, act or thing that might otherwise operate as a legal or equitable discharge of a surety. Neither Guarantor’s obligations under this Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of Seller under the Purchase Agreement or any other Transaction Document or by reason of Seller’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against Seller. If at any time all or any part of any payment made by Guarantor or received by Buyer under or with respect to this Agreement or any other Transaction Document is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of Guarantor or Seller), then the obligations of Guarantor hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence, notwithstanding such previous payment by Guarantor or receipt of payment by Buyer, and the obligations of Guarantor hereunder shall continue to be effective or be reinstated, as the case may be, as to such payment, all as though such previous payment had never been made. The obligations of Guarantor pursuant to the preceding sentence shall survive any termination, cancellation or release of this Agreement.
Unconditional Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the amounts due under this Note when due. This Note is a direct obligation of the Company.
Unconditional Obligation. For certainty, it is hereby acknowledged and agreed that the Lenders shall be obligated to disburse to the Agent for payment to the Swingline Lender their respective Rateable Portions of any Syndicated Borrowings contemplated by Section 2.8(h) regardless of:
(i) whether a Default or Event of Default has occurred or is then continuing or whether any other condition in Article 6 is met;
(ii) whether or not the Borrower has, in fact, actually requested such Conversion (by delivery of a Notice of Conversion or otherwise); and
(iii) whether or not the obligations of the Lenders to make Advances has terminated.
