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Hell or high water clause

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Definition Edit

A hell or high water clause is a clause in a contract, usually a lease, which provides that payments must continue irrespective of any difficulties which the paying party may encounter.

Overview Edit

The clause usually forms part of a parent company guarantee. It is intended to limit the applicability of the doctrines of impossibility or frustration of purpose. The term for the clause comes from a colloquial expression that a task must be accomplished "come Hell or high water" that is, regardless of any difficulty.

Sample Clause Edit

Lessee [Buyer] agrees that lessee's [buyer's] obligation and duty to pay all sums due and to become due pursuant to this Agreement shall be absolute and unconditional and are not subject to any defense, counterclaim, setoff or recoupment by reason of any past, present, or future claims which lessee [buyer] may have against lessor [seller] or any other person. Additionally, lessee [buyer] will not assert against any assignee of this Agreement any defense, counterclaim, setoff or recoupment by reason of any past, present, or future claims which lessee [buyer] may have against lessor [seller].


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