“Hell or Highwater” Clause Sample Clauses

“Hell or Highwater” Clause. This Agreement, and the obligation of Company to use the Services described herein (including using the Units), are “hell or highwater” obligations. As a result, Company shall pay all of the monetary obligations hereunder (including the Monthly Services Fees and the Unit Fees) and perform all other obligations hereunder without notice or demand (except as otherwise expressly provided in this Agreement). Notwithstanding the foregoing, Company’s obligation to pay all monetary obligations and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason, including, without limitation, (i) any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense (including as a result of Company not effectively utilizing or not needing the Units or Equipment) or other right which Company may have against Operator, manufacturer of the Units or the Equipment (“Manufacturer”) or any person or entity providing services with respect to any Unit, or any other person or entity, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise); (ii) any defect in the title, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any Unit or any portion thereof, any interruption or cessation in the use of or possession thereof by or availability to Company for any reason whatsoever, whether arising out of or related to an act or omission of Operator, Manufacturer or any person or entity; (iii) any lien with respect to any Unit or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Operator, Manufacturer or any person or entity; (vii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Company, Operator, Manufacturer or any person or entity or any disaffirmance, rejection or other action taken with respect to this Agreement by Operator, Manufacturer or any person or entity, or by any court, in any such proceeding; (viii) Company at any time having immunity from suit, prejudgment attachment, attachment in aid of execution or execution on the grounds of sovereignty or othe...