Assignor to Remain Liable. Notwithstanding the foregoing, Assignor expressly acknowledges and agrees that it shall remain liable under the Transaction Documents to observe and perform all of the conditions and obligations in the Transaction Documents which Assignor is bound to observe and perform, and that neither this Assignment, nor any action taken pursuant hereto, shall cause Bank to be under any obligation or liability in any respect whatsoever to observe or perform any of the representations, warranties, conditions, covenants, agreements or terms of the Transaction Documents.
Assignor to Remain Liable. Notwithstanding the foregoing, [Nalcor/Emera] expressly acknowledges and agrees that it shall remain liable to the Consenting Party as a primary obligor under the Assigned Agreement to observe and perform all of the conditions and obligations in the Assigned Agreement which the Assignor, and as of the Effective Date the Assignee, are bound to observe and perform.
Assignor to Remain Liable. Notwithstanding the foregoing, Assignor expressly acknowledges and agrees that it shall remain liable under the Facility and the Operative Agreements as a Guarantor, as if so named therein, and agrees to observe and perform all of the conditions and obligations of a Guarantor in the Operative Agreements which each Guarantor is bound to observe and perform.
Assignor to Remain Liable the Assignor shall remain liable under the Building Agreement to perform all the conditions and obligations provided in the Building Agreement to be observed and performed by it and neither this Assignment nor the receipt by the Security Trustee of any payment pursuant hereto shall cause the Security Trustee to be under any obligation or liability under the Building Agreement or for the performance or observance of any of the representations, warranties, conditions, covenants, agreements or other terms of the Building Agreement; and
Assignor to Remain Liable. It is expressly agreed that anything herein to the contrary notwithstanding, Assignor shall remain liable under the Assigned Contracts to perform all of its obligations thereunder and Assignee shall have no obligation or liability under the Assigned Contracts by reason of, or arising out of, this Assignment nor shall Assignee be required or obligated in any manner to perform or fulfill any obligations of Assignor under or pursuant to any of the Assigned Contracts, or to make any payment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder at any time or times.
Assignor to Remain Liable. Anything herein contained to the contrary notwithstanding:
(a) the Assignor shall at all times remain fully liable under the Management Agreement to perform all of the duties and obligations assumed by it thereunder to the same extent as if this Assignment had not been executed, and the Assignee shall have no obligation or liability under the Management Agreement by reason of or arising out of this Assignment nor shall the Assignee be required or obligated in any manner to perform or fulfill any of the duties or obligations of the Assignor under or pursuant to the Management Agreement or to make any payment or any indemnity under the Management Agreement or to make any inquiry as to the nature or sufficiency of any payment received by the Assignee or to present or file any claim or to take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder at any time or times; and
(b) no notice, request or demand under the Management Agreement shall be valid as against the Assignee unless and until a copy thereof is furnished to the Assignee.
Assignor to Remain Liable. Anything contained in this Assignment to the contrary notwithstanding, the Assignor shall at all times remain fully liable under said insurances to perform all of the duties and obligations assumed by it thereunder to the same extent as if this Assignment had not been executed, and the Assignee shall have no obligation or liability (including, without limitation, any obligation or liability with respect to the payment of premiums, calls or assessments) under said insurances by reason of or arising out of this Assignment nor shall the Assignee be required or obligated in any manner to perform or fulfill any of the duties or obligations of the Assignor under or pursuant to said insurances or to make any payment or to make any inquiry as to the nature or sufficiency of any payment received by the Assignee or to present or file any claim or to take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder at any time or times.
Assignor to Remain Liable. Anything herein contained to the contrary notwithstanding, the Assignee, and its respective successors and assigns, shall have no obligation or liability by reason of or arising out of this Assignment under any agreement, including without limitation under any charter or contract of affreightment, pooling agreement or other contract for the transportation of cargo, shall not be required or obligated in any manner to perform or fulfill any obligations of the Assignor under or pursuant to any agreement, including without limitation under any charter or contract of affreightment, pooling agreement or other contract for the transportation of cargo, or to make any payment or to make any inquiry as to the nature or sufficiency of any payment received by it or to present or file any claim or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder at any time or times.
Assignor to Remain Liable. Assignor shall remain obligated to Sublandlord for the full performance of all covenants, conditions, obligations and duties required of Subtenant under the Sublease and shall not be relieved of any such performance thereunder as a result of this Assignment.
Assignor to Remain Liable. Notwithstanding anything herein to the contrary, the Assignor shall remain liable under each of the Contracts and shall observe and perform all of its obligations thereunder, and shall enforce the performance by each other party thereto of all of such party's obligations thereunder, in accordance with the terms and conditions thereof. The exercise by the Agent of any of its rights hereunder shall not release the Assignor from any of its obligations under any of the Contracts, and the Agent shall not have any obligation or liability under any of the Contracts by reason of or arising out of the assignment thereof as provided for herein or the receipt by the Agent of any payment relating to any of the Contracts; nor shall the Agent be obligated to perform any of the obligations or duties of the Assignor thereunder, to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by it or the sufficiency of any performance of any party thereunder, or to take any action to collect or enforce any claim for payment assigned hereunder or to which it may be entitled. The obligations of the Agent as holder of Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement and the other Loan Documents, are only those expressly set forth in this Agreement and the other Loan Documents. The powers conferred on the Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for treatment of the Collateral in its possession in a manner substantially equivalent to that which the Agent, in its individual capacity, accords its own property of a similar nature, and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Collateral. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except to the extent arising out of its own gross negligence or willful misconduct.
