Liability of Company Absolute Sample Clauses

Liability of Company Absolute. The liability of the Company hereunder in respect of any Obligations shall be absolute and unconditional and shall not be discharged, diminished or in any way affected by: (a) any sale, transfer or assignment by any Holder of any Securities or any right, title, benefit or interest of a Holder therein or thereto; (b) any amalgamation, merger, consolidation or reorganization of the Issuer, the Company or the Trustees, or any continuation of the Issuer, the Company or the Trustees from the statute under which it now or hereafter exists to another statute, whether under the laws of the same jurisdiction or another jurisdiction; (c) any change in the name, business, objects, capital structure, ownership, constating documents, by-laws or resolutions of any of the Issuer, Company or Trustees, including without limitation any transaction (whether by way of transfer, sale or otherwise) whereby all or any part of the undertaking, property and assets of the Issuer, Company or Trustees becomes the property of any other Person; (d) any Proceedings of or affecting the Issuer, the Company, the Trustees or any other Person, and any court order made or action taken by any of the Issuer, the Company, the Trustees or any other Person under or in connection with any Proceeding, whether or not the Proceeding, order or action results in any of the matters described in Section 5.5 occurring with or without the consent of the Trustees; (e) any partial payment by the Issuer, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to any Securities to be performed or observed by the Issuer; (f) the extension of time for the payment by the Issuer of all or any portion of the Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with any Securities or this Indenture; (g) any failure, omission, delay or lack of diligence on the part of the Trustees or any Holder to enforce, assert or exercise any right, privilege, power or remedy conferred on such Person by this Indenture or pursuant to the terms of any Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; (h) any defence, counterclaim or right of set-off available to the Issuer; and (i) any other circumstance which might otherwise constitute in whole or in part a defence available to, or a discharge of...
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Liability of Company Absolute. The liability of the Company hereunder in respect of any Obligations shall be absolute and unconditional and shall not be discharged, diminished or in any way affected by: (a) any sale, transfer or assignment by any Holder of any Securities or any right, title, benefit or interest of a Holder therein or thereto; (b) any amalgamation, merger, consolidation or reorganization of the Issuer, the Company or the Trustees, or any continuation of the Issuer, the Company or the Trustees from the statute under which it now or hereafter exists to another statute, whether under the laws of the same jurisdiction or another jurisdiction;
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Liability of Company Absolute. Company agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a Company or surety other than payment in full of the Guarantied Obligations. In furtherance of the foregoing and without limiting the generality thereof, Company agrees as follows: (a) This Company Guaranty is a guaranty of payment when due and not of collectibility. (b) Collateral Agent may enforce this Company Guaranty upon the occurrence of an Event of Default under this Agreement or the occurrence of an Early Termination Date (as defined in an Interest Rate Agreement prepared by the International Swap 129 and Derivatives Association, Inc.), or a similar event under an Interest Rate Agreement notwithstanding the existence of any dispute between MSL Overseas and any Beneficiary with respect to the existence of such Event of Default. (c) The obligations of Company hereunder are independent of the obligations of MSL Overseas under the Loan Documents or the Interest Rate Agreements and the obligations of any other guarantor of the obligations of MSL Overseas under the Loan Documents or the Interest Rate Agreements, and a separate action or actions may be brought and prosecuted against Company whether or not any action is brought against MSL Overseas or any of such other guarantors and whether or not MSL Overseas is joined in any such action or actions. (d) Company's payment of a portion, but not all, of the Guarantied Obligations shall in no way limit, affect, modify or abridge Company's liability for any portion of the Guarantied Obligations which has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce Company's covenant to pay a portion of the Guarantied Obligations, such judgment shall not be deemed to release Company from its covenant to pay the portion of the Guarantied Obligations that is not the subject of such suit. (e) Any Beneficiary upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Company Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of Company's liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guarantied Obliga...
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Liability of Company Absolute. 126 11.4 Waivers by Company .............................................. 128 11.5 Company's Rights of Subrogation, Contribution, Etc .............. 129 11.6 Subordination of Other Obligations .............................. 129 11.7 Continuing Guaranty; Termination of Guaranty .................... 130 11.8 Financial Condition of MSL Overseas ............................. 130 11.9 Bankruptcy; Post-Petition Interest; Reinstatement of Company Guaranty ............................................. 130 Section 12. MISCELLANEOUS .................................................. 131
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Liability of Company Absolute. The liability of the Company hereunder in respect of any Obligations shall be absolute and unconditional and shall not be discharged, diminished or in any way affected by: (a) any sale, transfer or assignment by any Holder of any Securities or any right, title, benefit or interest of a Holder therein or thereto; (b) any amalgamation, merger, consolidation or reorganization of the Issuer, the Company or the Trustees, or any continuation of the Issuer, the Company or the Trustees from the statute under which it now or hereafter exists to another statute, whether under the laws of the same jurisdiction or another jurisdiction; (c) any change in the name, business, objects, capital structure, ownership, constating documents, by-laws or resolutions of any of the Issuer, Company or Trustees, including without limitation any transaction (whether by way of transfer, sale or otherwise) whereby all or any part of the undertaking, property and assets of the Issuer, Company or Trustees becomes the property of any other Person;
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Related to Liability of Company Absolute

  • 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 Resident The Resident is liable for any damage to the building structure, fittings, fixtures, finishes, furniture and equipment comprising the Resident’s Room, except only if such damage is caused by the proven negligence of the Institution or the Manager. The Resident is liable for any damage to the building structure, fittings, finishes, furniture and equipment beyond the confines of the Resident’s Room should the damage arise from the negligence or willful act of the Resident. The Manager and the Institution do not assume any responsibility for personal property that is lost, stolen or damaged from any cause. The Resident is strongly encouraged to obtain insurance to cover the above liabilities. Residence does not purchase such protection for personal property. The Resident must also take positive steps to ensure their safety by locking Room doors, and ensuring that only authorized persons enter their Room, suite and/or the building.

  • Liability of City CITY’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN SECTION 3.3.1, “PAYMENT,” OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT.

  • 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.

  • Liability of Partners No Limited Partner shall be liable for the debts, liabilities, contracts or any other obligations of the Partnership. Except as agreed upon by the Partners, and except as otherwise provided by the Act or by any other applicable state law, no Partner shall be required to make any other Capital Contributions or to loan any funds to the Partnership. No Partner shall have any personal liability for the repayment of its Capital Contributions or loans of any other Partner.

  • Liability of Seller Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

  • No Liability of County’s Personnel All covenants, stipulations, promises, agreements and obligations of the County contained herein shall be deemed to be covenants, stipulations, promises, agreements and obligations of the County and shall be binding upon any member of the County Council or any elected official, officer, agent, servant or employee of the County only in his or her official capacity and not in his or her individual capacity, and no recourse shall be had for the payment of any moneys hereunder against any member of the governing body of the County or any elected official, officer, agent, servants or employee of the County and no recourse shall be had against any member of the County Council or any elected official, officer, agent, servant or employee of the County for the performance of any of the covenants and agreements of the County herein contained or for any claims based thereon except solely in their official capacity.

  • Liability of the Company The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein.

  • Liability of Parties Without waiving any defenses including governmental immunity, each Party to this XXX agrees to be responsible for its own acts of negligence, which may arise in connection with all claims for damages, costs and expenses to person or persons and property that may arise out of or be occasioned by this XXX or any of its activities or from any act or omission of any employee or invitee of the Parties. The provisions in this paragraph are solely for the benefit of the Parties hereto and are not intended to create or grant any rights, contractually or otherwise to any third party.

  • Liability of Manager The Manager will not be liable to you for any act or omission, except for obligations expressly assumed by the Manager in the applicable AAU.

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