Commitment Absolute. This Agreement is an absolute, unconditional, present and continuing obligation of the Committed Party to make its Committed Contribution. No setoff, counterclaim, reduction or diminution of an obligation, except as set forth in Section 3 of this Agreement, or any defense of any kind or nature (other than (a) performance by the Committed Party of the Capital Contribution Obligations, (b) payment in full of the unpaid principal balance of the Loans or, if less, the Loan Recovery Shortfall Amount, (c) existence of Remedy Proceeds equal to or greater than the Loan Recovery Shortfall Amount or (d) violation by New Company or SPGLP of any of its agreements or obligations under this Agreement, including, without limitation, those set forth in Section 10(c) of this Agreement) which the Committed Party has or may have with respect to a claim under this Agreement shall be available hereunder to the Committed Party against New Company or SPGLP.
Appears in 4 contracts
Samples: Tax Matters Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Capital Contribution Commitment Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Tax Matters Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
