Liability Not Affected Sample Clauses

Liability Not Affected. Each Guarantor’s liability under the Loan Documents is not adversely affected by anything which would otherwise reduce or discharge that liability (whether or not any Loan Party or Agent or any Lender is aware of it or consents to it and despite any legal rule to the contrary), including: (a) Any time, waiver, concession, forbearance or consent granted to, or composition with, any Loan Party or other Person; (b) any opening of further accounts in connection with, or any increase in, change or replacement of the type, amount or terms of, financial accommodation provided to any Person; (c) any transaction or agreement, or variation, novation or assignment of a transaction or agreement (including any Loan Document), between Agent or any Lender and any other Loan Party or another Person; (d) a proceeding under any Debtor Relief Law in respect of a Loan Party or another Person or an Insolvency Event occurring with respect to an Australian Loan Party; (e) any judgment or order being obtained or made against, or the conduct of any proceedings by, a Loan Party or another Person; (f) a Loan Party’s obligation or a Loan Document (or any provision of a Loan Document), being void, voidable, unenforceable, defective, released, waiver, impaired, novated, enforced or impossible or illegal to perform; (g) the whole or partial discharge or release of, or the granting of, Collateral (including the guarantee and indemnity set forth in this Section 4); (h) the Obligations not being recoverable or the liability of a Loan Party or any other Person to Agent or any Lender ceasing or reducing (including due to a release or discharge by Agent or any Lender or by law); (i) any Loan Document not being executed by, or binding or enforceable against, any Loan Party; (j) the exercise or non-exercise of any power or right or remedy (including any right to terminate a contract); (k) any set-off, combination of accounts or counterclaim; (l) any Collateral being destroyed, forfeited, extinguished, surrendered or resumed; (m) any waiver of or failure to satisfy a condition or condition precedent under a Loan Document (and any such waiver or failure will be disregarded in determining a Guarantor’s liability under the guarantee and indemnity set forth in this Section 4 or whether an amount is part of the Obligations; (n) any default, misrepresentation, negligence or breach by any Loan Party or of any contract or any misconduct by any Person; (o) any acquiescence, delay, waiver, mistake, failur...
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Liability Not Affected. The Guarantor's liability under this schedule is not affected by: (a) Granting of Time: the granting of time or any other indulgence to the Licensee; (b) Compounding etc of Rights: the compounding, compromise, re licence, abandonment, waiver, variation or renewal of any of the Licensor's rights against the Licensee; (c) Rights Not Enforced: the Licensor's failure to enforce the Licensor’s rights against the Licensee; (d) Assignment etc of Licence: any assignment or variation of this Licence; (e) Bankruptcy etc: the bankruptcy, death, or, as the case may be, by the receivership, liquidation, winding up, dissolution or voluntary administration of the Licensee; or (f) Any Other Thing: any other thing, which under the law on sureties would or might, if not for this schedule, wholly or partly re licence the Guarantor from the Guarantor's obligations under this schedule.
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Liability Not Affected. (a) The liability of the Guarantor(s) under this Guarantee shall not be released, discharged, terminated or affected by the following: (i) any change in the constitution, management, ownership or corporate existence of the Borrower and/or Bank; (ii) acquisition or nationalization of the Borrower and/or of any of its undertakings pursuant to applicable law; (iii) any insolvency, liquidation, bankruptcy, winding-up or similar situation or proceeding in respect of the Borrower or any absorption, merger, amalgamation of the Borrower with any company or concern; (iv) any absence or deficiency (including irregularity in the exercise of such powers) or power on the part of the Guarantor(s) to give guarantees or indemnities or any irregularity in the exercise of such powers; (v) winding up (voluntary or otherwise), absorption, merger or amalgamation or bankruptcy or insolvency of the Guarantor(s); (vi) any intermediate payments or satisfaction of any part of the Guaranteed Obligations; (vii) the granting of any time or extension for payment of any amounts due to the Bank pursuant to the Facility Agreement; (viii) any dispute or disagreement between the Bank and the Borrower or other indulgence to the Borrower or any other person with respect to the Guaranteed Obligations; (ix) any illegality, invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or the terms of any Finance Document; (x) any variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person; (xi) any variation in the terms, conditions or manner of disbursement of monies by the Bank under the Facility Agreement; (xii) any non-presentation or non-observance of any formality or forbearance or delay or waiver or concession whatsoever, whether as to time, performance or otherwise, on the part of the Bank under the Facility Agreement or other requirement in respect of any instrument or any failure to realize the full value of any security; (xiii) absence or infirmity of borrowing powers on the part of the Borrower or anyirregularityintheexercisethereofshallnotaffectthe Guarantor(s)'s liability and any monies advanced to the Borrower shall be deemed to bedueandowingnotwithstandingsuchabsence, infirmity or irregularity and this guarantee shall not be effected by any change in the name or constitution of the unincorporated body or firm by death or retirement or otherw...
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Liability Not Affected. The liability of the Company and Lxx’x under this Agreement shall not be impaired, diminished, modified or otherwise affected by any event, condition, occurrence, circumstance, proceeding, action or failure to act whatsoever (whether or not any such event, condition, occurrence, circumstance, proceeding, action or failure to act is detrimental or adverse with respect to the Company or Lxx’x, as the case may be), including, but not limited to: (a) any increase in, or modification, compromise, settlement, adjustment or extension of, the Guaranty Payments; (b) any waiver, consent, indulgence, forbearance, lack of diligence, action or inaction on the part of the Company in enforcing the Guaranty Payments owed by Lxx’x under this Agreement; (c) any irregularity, invalidity or unenforceability, in whole or in part, of the Guaranty Payments; (d) any claim, counterclaim, cause of action, offset, recoupment or other right or remedy that Lxx’x may at any time have against the Company; (e) any action taken or omitted to be taken by or on behalf of the Company or Lxx’x with respect to the Guaranty Payments or this Agreement; (f) any other circumstance whatsoever, whether or not similar to any of the foregoing.
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Liability Not Affected. The Guarantor's liability is not affected by: 30.2.1 the Landlord granting the Tenant or any Guarantor any time or other indulgence. 30.2.2 the Landlord agreeing not to sue the Tenant or any Guarantor. 30.2.3 any assignment (whether by the Landlord or the Tenant), sub-lease or variation of this lease. 30.2.4 any provision of this lease being or being found to be unenforceable. 30.2.5 the renewal of this lease; or
Sample 1
Liability Not Affected. The Guarantor's liability is not in any way affected by Department of Transport granting the Licensee or any Guarantor any time or other indulgence, Department of Transport not enforcing the Agreement against the Licensee or Department of Transport delaying the enforcement of it, Department of Transport agreeing not to xxx the Licensee or any Guarantor, any provision of this Agreement being unenforceable, this Agreement not being signed or not being signed correctly by any Guarantor or any other person, Department of Transport doing or failing to do something else which under any Law would have affected the Guarantor's liability, the Occupation Fee being changed in accordance with the terms of this Agreement or by agreement between Department of Transport and the Licensee, this Agreement being varied or extended without the consent of the Guarantor, Department of Transport failing to give a notice Department of Transport is required to give the Licensee or the Guarantor under this Agreement, anyone else (including another Guarantor) being released from this guarantee, Department of Transport calling upon the Security Deposit or Department of Transport electing not to do so, or the Licence not being effective as a licence or this Agreement having ended.
Sample 1
Liability Not Affected. (a) The Company’s rights pursuant to this Guarantee shall be additional to and shall not merge with, affect, or be affected by any other: (i) security now or subsequently held by the Company from the Client, the Guarantor or any other co-surety or co-indemnifier; or (ii) obligation of the Guarantor to the Company, notwithstanding any rule of law or equity or any statutory provision to the contrary. (b) The Guarantor’s liability under this Guarantee and indemnity shall not be affected by: (i) the fact that any other person who was intended to execute this Guarantee or otherwise to become a co-surety or co- indemnifier for payment of the monies owed or the performance of the Client’s Obligations or any of them has not done so or has not done so effectively; (ii) the discharge under statute or any principle of law or equity of any Guarantor or any person who is co-surety or co-indemnifier for payment of the monies owed or performance of the Client’s Obligations or any part thereof; or (iii) a lawful assignment of this Guarantee or indemnity or an assignment by the Company of the rights to receive the benefit of the payment of the monies owed or the performance of the Client’s Obligations, and in the event of such assignment the Guarantor’s obligations pursuant to this Guarantee shall be assigned and transferred automatically to the assignee and the assignee shall be entitled to the benefit of and to enforce the provisions of this Guarantee against the Guarantor as if the assignee were named as the Company in this Guarantee.
Sample 1
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Liability Not Affected. The Guarantor’s liability under this clause 22.2 will not be affected— (a) if we allow any concession to you (b) if we do not sue you (c) if we terminate, assign our interest in, or exercise, any other Right under this Contract (d) if you die or become incompetent or insolvent (e) if there is more than one Guarantor, if any other of them has not signed this Contract (f) if any provision in this Contract is varied without the consent of the Guarantor, and (g) if the purported rights we have against you under this Contract are invalid, void or unenforceable.
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Related to Liability Not Affected

  • Liability of NCPS a. NCPS undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. NCPS shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. NCPS shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that NCPS’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer, Broker or any Subscriber. NCPS’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. NCPS shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. NCPS may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which NCPS shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall NCPS be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if NCPS has been advised of the likelihood of such loss or damage and regardless of the form of action. NCPS shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, NCPS shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Broker and/or any Subscriber. NCPS shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall NCPS be responsible or liable in any manner for the failure of Issuer, Broker or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. NCPS may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. b. NCPS is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by NCPS of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, NCPS is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if NCPS complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, NCPS shall provide the Issuer and Broker with immediate notice of any such court order or similar demand and the opportunity to interpose an objection or obtain a protective order.

  • Individual Liability If the Borrower is a natural person, the Bank may proceed against the Borrower's business and non-business property in enforcing this and other agreements relating to this loan. If the Borrower is a partnership, the Bank may proceed against the business and non-business property of each general partner of the Borrower in enforcing this and other agreements relating to this loan.

  • Liability of Servicer The Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Sub-Servicer or otherwise, and the Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement. The Trust shall not indemnify the Servicer for any losses due to the Servicer's negligence.

  • Liability of Evaluator The Trustee, FTPS Unit Servicing Agent, Depositor and the Unit holders may rely on any Evaluation furnished by First Trust Advisors, L.P., acting in its capacity as Evaluator, and shall have no responsibility for the accuracy thereof. The determinations made by the Evaluator hereunder shall be made in good faith upon the basis of the best information available to it. The Evaluator shall be under no liability to the Trustee, FTPS Unit Servicing Agent, Depositor or the Unit holders for errors in judgment; provided, however, that this provision shall not protect the Evaluator against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder." M. The second sentence of the first paragraph of Section 5.01 shall be amended to delete subsection (ii) of such sentence and replace it in its entirety with the following:

  • Liability of the Evaluator The Trustee, the Depositor and the Unit holders may rely on any Evaluation furnished by First Trust Advisors L.P., acting in its capacity as Evaluator, and shall have no responsibility for the accuracy thereof. The determinations made by the Evaluator hereunder shall be made in good faith upon the basis of the best information available to it. The Evaluator shall be under no liability to the Trustee, the Depositor or the Unit holders for errors in judgment; provided, however, that this provision shall not protect the Evaluator against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder.

  • Liability of Company The Indemnitee agrees that neither the stockholders nor the directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company's obligations under this Agreement and the Indemnitee shall look solely to the assets of the Company for satisfaction of any claims hereunder.

  • Liability of Sub-Adviser The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Adviser or the Trust in connection with the performance of this Agreement, except that the Sub-Adviser shall be liable to the Adviser or the Trust for any loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or any loss resulting from willful misfeasance, bad faith or negligence on the part of the Sub-Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

  • Liability for Damage Each party shall be liable to the other for all damage to the property of the other negligently, recklessly or intentionally caused by that party (or their agents, employees or invitees), except to the extent the loss is insured and subrogation is waived under the owner's policy.

  • Liability Upon Termination Termination of this Agreement, or any part hereof, for any cause shall not release either Party from any liability which at the time of termination had already accrued to the other Party or which thereafter accrues in any respect to any act or omission occurring prior to the termination or from an obligation which is expressly stated in this Agreement to survive termination.

  • Liability of Consultant In furnishing the Company with management advice and other services as herein provided, Consultant shall not be liable to the Company or its creditors for errors of judgment or for anything except malfeasance or gross negligence in the performance of his duties or reckless disregard of the obligations and duties under the terms of this Agreement. It is further understood and agreed that Consultant may rely upon information furnished to it reasonably believed to be accurate and reliable and that, except as set forth herein in the first paragraph of this Section 12, Consultant shall not be accountable for any loss suffered by the Company by reason of the Company's action or non-action on the basis of any advice, recommendation or approval of Consultant. The parties further acknowledge that Consultant undertakes no responsibility for the accuracy of any statements to be made by management contained in press releases or other communications, including, but not limited to, filings with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc.

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