Common use of Liability Absolute Clause in Contracts

Liability Absolute. The liability of the Guarantor shall be absolute and unconditional irrespective of: (a) the invalidity, unenforceability or illegality, in whole or in part, of any agreements, instruments or other documents held by the Creditor to create, represent or evidence any Guaranteed Obligations; (b) any defence, counterclaim or right of set-off available to the Purchaser, save and except for such right or rights of set-off available to the Purchaser as specifically provided for in the Promissory Note; (c) any change in the name, objects, capital, constating documents or by-laws of the Purchaser; (d) any amalgamation, merger or re-organization of the Purchaser or, if a partnership, of the partnership, including, without limitation, by reason of the death, retirement or admission for membership of any partners (in which case this Agreement shall apply to the corporation or partnership, as the case may be, resulting or continuing therefrom); or (e) any other circumstance which might otherwise constitute, in whole or in part, a defence available to, or a discharge of, the Guarantor, the Purchaser or any other persons, firms or corporations in respect of the Guaranteed Obligations or the liability of the Guarantor.

Liability Absolute. The liability of the Guarantor shall be absolute and unconditional irrespective of: (a) the invalidity, unenforceability or illegality, in whole or in part, of any agreements, instruments or other documents held by the Creditor Lender to create, represent or evidence any Guaranteed Obligations; (b) any defence, counterclaim or right of set-off available to the Purchaser, save and except for such right or rights of set-off available to the Purchaser as specifically provided for in the Promissory NoteBorrower; (c) any change in the name, objects, capital, constating documents or by-laws of the PurchaserBorrower; (d) any amalgamation, merger or re-organization of the Purchaser Borrower or, if a partnership, of in the partnershipfirm, including, without limitation, by reason of the death, retirement or admission for membership of any partners (in which case this Agreement agreement shall apply to the corporation or partnership, as the case may be, resulting or continuing therefrom); or (e) any other circumstance circumstances which might otherwise constitute, in whole or in part, a defence available to, or a discharge of, the Guarantor, the Purchaser Borrower, or any other persons, firms or corporations in respect of the Guaranteed Obligations or the liability of the Guarantor.