Parties not Liable Sample Clauses

Parties not Liable. No party will be responsible for any breach of this Agreement caused by circumstances beyond its control, including flood, fire, earthquake, war, tempest, hurricane, industrial action, government restrictions, or acts of God.
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Parties not Liable. D4.1 On no account will a Party be liable to another Party for any act or omission by the Referee whether under or purportedly under a provision of the Design Build Agreement, this Referee Agreement or otherwise, provided that any such act or omission shall not extinguish, relieve, limit or qualify the nature or extent of any right or remedy of either Party against or any obligation or liability of either Party to the other Party which would have existed regardless of such act or omission.
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Parties not Liable. D7.1 On no account will a Party be liable to another Party for any act or omission by the Independent Certifier whether under or purportedly under a provision of the Design Build Agreement, this Independent Certifier Agreement or otherwise, provided that any such act or omission shall not extinguish, relieve, limit or qualify the nature or extent of any right or remedy of either Party against or any obligation or liability of either Party to the other Party which would have existed regardless of such act or omission.
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Parties not Liable. On no account shall Project Co or the City be liable to the other for any act or omission of the Independent Certifier whether under or purportedly under a provision of this Agreement, the Independent Certifier Agreement or otherwise, provided that any such act or omission shall not extinguish, relieve, limit or qualify the nature or extent of any right or remedy of either Party against or any obligation or liability of either Party to the other Party which would have existed regardless of such act or omission. 2.1 Interpretation 7 2.2 Obligations and Exercise of Rights by the PA Parties 8 3. ROLE OF THE INDEPENDENT CERTIFIER 8 3.1 Engagement 8 3.2 Acknowledgement by Independent Certifier 8 3.3 Standard of Care 8 3.4 Duty of Independent Judgment 8 3.5 Authority to Act 9 3.6 Knowledge of the PA Parties’ Requirements 9 3.7 Coordination by Independent Certifier 10 3.8 Conflict of Interest 10 3.9 Independent Certifier Personnel 10 4. ROLE OF THE PA PARTIES 11 4.1 Assistance 11 4.2 Instructions in Writing 12 4.3 Information and Services 12 4.4 Additional Information 12 4.5 Right to Enter and Inspect 12 4.6 PA Parties Not Relieved 12 4.7 PA Parties Not Liable 13 5. SUSPENSION 13 5.1 Notice 13 5.2 Costs of Suspension 13 5.3 Recommencement 13 6. INSURANCE AND LIABILITY 13 6.1 Independent Certifier’s Insurance 13 6.2 Workers’ Compensation Insurance 14 7. PAYMENT FOR SERVICES 14 7.1 Fee 14 7.2 Payment of Fee 15 7.3 Non-Resident Withholding Tax 15 7.4 Audit Rights 15 8. FUNCTIONS VARIATIONS 16 8.1 Notice of Functions Variation 16 8.2 No Adjustment 16 8.3 Functions Variation in respect of Disputes 16 8.4 Functions Variation Procedure 16 8.5 Cost of Functions Variation 17 9. TERM AND TERMINATION 17 9.1 Term 17 9.2 Notice of Breach 17 9.3 Termination for Breach 17 9.4 Termination for Financial Difficulty 18 9.5 Termination for Convenience 18 9.6 Independent Certifier’s Rights upon Termination for Convenience 18 9.7 Procedure upon Termination 18 9.8 Effect of Termination 19 9.9 Survival 19 10. INDEMNITY 19 10.1 Indemnity 19 11. GENERAL 19 11.1 Entire Agreement 19 11.2 Negation of Employment 19 11.3 Compliance with Laws 19 11.4 Waiver 20 11.5 Freedom of Information and Protection of Privacy 20 11.6 Notices 20 11.7 Transfer and Assignment 21 11.8 Governing Laws and Attornment 21 11.9 Confidentiality 22 11.10 Project Material 22 11.11 Time of the Essence 22 11.12 Amendment 22 11.13 Severability 22 11.14 Enurement 23 11.15 Counterparts 23 11.16 Choice of Language 23 APPENDIX...
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Parties not Liable. On no account shall any of the Parties be liable to any other Party for any act or omission of the IPDC whether under or purportedly under a provision of this Agreement, the IPDC Agreement or otherwise, provided that any such act or omission shall not extinguish, relieve, limit or qualify the nature or extent of any right or remedy of any Party against or any obligation or liability of another Party which would have existed regardless of such act or omission.
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Parties not Liable. Neither the San Diego Water Board members nor the San Diego Water Board staff, attorneys, or representatives shall be liable for any injury or damage to persons or property resulting from acts or omissions by the Discharger, its directors, officers, employees, agents, representatives or contractors, in carrying out activities pursuant to this Order; nor shall the Discharger be liable for any injury or damage to persons or property resulting from acts or omissions of the San Diego Water Board in carrying out activities under this Order.
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Parties not Liable. On no account will Project Co or the City be liable to the other for any act or omission by the Independent Certifier whether under or purportedly under a provision of this Agreement, the Independent Certifier Agreement or otherwise, provided that any such act or omission will not extinguish, relieve, limit or qualify the nature or extent of any right or remedy of either Party against or any obligation or liability of either Party to the other Party which would have existed regardless of such act or omission. VAN01: 3666236: v10 4 1. DEFINITIONS 1 1.1 Definitions 1 2. INTERPRETATION 2
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Related to Parties not Liable

  • Parties Obligations The Parties’ obligations under this Agreement will continue notwithstanding the existence of a Material Change.

  • Obligations Not Impaired (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any part of the Guaranteed Indebtedness is rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy or reorganization of Borrower, Guarantor, any other guarantor of all or any part of the Guaranteed Indebtedness, or otherwise, all as though such payment had not been made. (c) In the event Borrower is a corporation, joint stock association or partnership, or is hereafter incorporated, none of the following shall affect Guarantor's liability hereunder: (i) the unenforceability of all or any part of the Guaranteed Indebtedness against Borrower by reason of the fact that the Guaranteed Indebtedness exceeds the amount permitted by law; (ii) the act of creating all or any part of the Guaranteed Indebtedness is ultra xxxxx; or (iii) the officers or partners creating all or any part of the Guaranteed Indebtedness acted in excess of their authority. Guarantor hereby acknowledges that withdrawal from, or termination of, any ownership interest in Borrower now or hereafter owned or held by Guarantor shall not alter, affect or in any way limit the obligations of Guarantor hereunder.

  • Benefits of Agreement; No Third-Party Rights The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

  • Contracts (Rights of Third Parties) Xxx 0000 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

  • No Obligations to Third Parties Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties hereto.

  • Third Party Obligations 3.1. The THIRD PARTY shall:- 3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement; 3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and 3.1.3. make no commercial use of the Confidential Information or any part thereof. 3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.

  • Contract (Rights of Third Parties) Xxx 0000 22.1 No person who is not a party to this Grant Agreement shall have the right to enforce any of its terms.

  • No Third Party Rights Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto.

  • Obligations Not Affected The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the 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 the Preferred Securities to be performed or observed by the Issuer; (b) the extension of time for the payment by the Issuer of all or any portion of the Distributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Notes as provided in the Indenture), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities; (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preferred Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; (e) any invalidity of, or defect or deficiency in, the Preferred Securities; (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

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