Nature and Extent of Each Borrowers Liability Sample Clauses

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by all other Borrowers, of all Loans, fees and any other Obligations owing to or for the account of any one or more Lenders, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower acknowledges and agrees that Loans to any Borrower and any other extensions of credit hereunder inure to the mutual benefit of all Borrowers and that the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such Borrower shall promptly pay the same, without notice or demand. (b) Each Borrower’s joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Laws, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or the Administrative Agent’s release o...
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Nature and Extent of Each Borrowers Liability. (a) Each Borrower agrees that it is jointly and severally liable for the prompt payment and performance of, all Obligations and all agreements under the Loan Documents. The Loans constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by a Lien upon all Collateral; provided, however, that each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower. (b) Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Loan Party, howsoever arising, to the satisfaction in full of all Obligations (other than contingent indemnification obligations not yet due and payable).
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Nature and Extent of Each Borrowers Liability 
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Related to Nature and Extent of Each Borrowers Liability

  • Warranties and Limitations of Liability a. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE SUPPLIED HEREUNDER IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITH ALL FAULTS. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT AND AS OTHERWISE SPECIFICALLY SET FORTH IN ANY MANUFACTURER WARRANTY FOR ANY EQUIPMENT PROVIDED BY BUCKEYE (BUT ONLY IF SUCH WARRANTY IS INCLUDED WITH SUCH EQUIPMENT), BUCKEYE (AND ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, PARENT, SUBSIDIARIES, AND AFFILIATES) (COLLECTIVELY THE "BUCKEYE PARTIES"), ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON‐INFRINGEMENT, NON‐INTERFERENCE, TITLE, COMPATIBILITY OF COMPUTER SYSTEMS, COMPATIBILITY OF SOFTWARE PROGRAMS, INTEGRATION, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR ARISING UNDER STATUTE. IN ADDITION, THERE IS NO WARRANTY OF WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE. NO ADVICE OR INFORMATION GIVEN BY THE BUCKEYE PARTIES SHALL CREATE A WARRANTY WITH RESPECT TO ADVICE PROVIDED. b. YOU ASSUME ALL RISK, RESPONSIBILITY, AND LIABILITY FOR USE OF THE SERVICE TO CONNECT TO, AND ACCESS CONTENT ON, THE INTERNET. SUCH CONTENT MAY INCLUDE INFORMATION OR PROGRAMS OF AN UNLAWFUL, INFRINGING, ABUSIVE, PROFANE, OR SEXUALLY OFFENSIVE NATURE. THE BUCKEYE PARTIES HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS ARISING OUT OF OR OTHERWISE RELATING TO SUCH CONTENT OR FROM USE OR RELIANCE UPON INFORMATION, SERVICES, OR MERCHANDISE ACCESSED ON THE INTERNET THROUGH THE SERVICE. c. THE BUCKEYE PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT ANY SOFTWARE INSTALLED ON THE PERSONAL COMPUTER OR THAT YOU MAY DOWNLOAD FROM THE INTERNET, ON‐LINE SERVICE PROVIDER, OR OTHER INFORMATION PROVIDER DOES NOT CONTAIN ANY VIRUS OR OTHER DAMAGING OR DESTRUCTIVE ATTRIBUTE. THE BUCKEYE PARTIES HAVE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR SUCH ACTS OR OCCURRENCES. d. THE BUCKEYE PARTIES DO NOT WARRANT THAT THE SERVICE OR EQUIPMENT PROVIDED BY BUCKEYE WILL ALWAYS BE UNINTERRUPTED, ERROR‐FREE, SECURE, OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE. THE BUCKEYE PARTIES SHALL NOT BE LIABLE FOR LOSS OF YOUR DATA, OR IF CHANGES IN OPERATION, PROCEDURES, OR SERVICES REQUIRE MODIFICATION OR ALTERATION OF YOUR EQUIPMENT, RENDER THE SAME OBSOLETE OR OTHERWISE AFFECT ITS PERFORMANCE. e. IF THE EQUIPMENT PROVIDED HAS THE ABILITY TO TRANSMIT INTERNET SIGNALS WIRELESSLY, IT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT EXPRESSED OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON‐ INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE), OTHER THAN THOSE WARRANTIES THAT ARE IMPLIED BY, AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION, UNDER THE LAWS APPLICABLE TO THESE TERMS OF SERVICE. WE MAKE NO WARRANTIES THAT WIRELESS INTERNET SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, SECURE, OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE, OR THAT THE WIFI SERVICE WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT RATE. WIRELESS INTERNET SERVICE SHOULD NOT BE RELIED ON FOR CRITICAL USES. THE WIRELESS INTERNET SERVICE USES RADIO TRANSMISSIONS, SO YOU MAY NOT BE ABLE TO USE THE WIRELESS INTERNET SERVICE BASED ON A VARIETY OF CRITERIA BEYOND BUCKEYE'S CONTROL. THERE ARE MANY FACTORS THAT MAY IMPACT AVAILABILITY AND QUALITY OF THE WIRELESS INTERNET SERVICE, INCLUDING NETWORK CAPACITY, TERRAIN, TREES, PLACEMENT OF BUILDINGS, THE CHARACTERISTICS OF YOUR RESIDENCE, AND THE CHARACTERISTICS OF YOUR WIRELESS DEVICE AND ANY DEVICE TO WHICH IT IS ATTACHED. DATA DELAYS AND OMISSIONS MAY OCCUR. f. EXCEPT FOR THE SERVICE INTERRUPTION CREDIT DESCRIBED IN SECTION 6, ABOVE, AND THE INSTALLATION DAMAGES PROVISIONS DESCRIBED IN SECTION 10, ABOVE, BUCKEYE WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR D AM AG ES OF ANY KIND BASED ON BREACHES OF THIS AGREEMENT OR ARISING FROM YOUR RELATIONSHIP WITH US, REGARDLESS OF THE BASIS OF ANY CLAIM OR THE THEORY OF LIABILITY. THIS WAIVER INCLUDES WITHOUT LIMITTION CLAIMS BASED IN CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR STATUTE. IN NO EVENT SHALL THE BUCKEYE PARTIES BE LIABLE FOR: (A) ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR ATTORNEYS’ FEES, OF ANY KIND OR CHARACTER, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, DAMAGE TO EQUIPMENT OR SURROUNDINGS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, BUSINESS INTERRUPTION, LOST PROFITS, OR LOSS OF REVENUE, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, LOSS OF PROGRAMS OR INFORMATION OR DAMAGE TO DATA ARISING OUT OF THE USE OR PARTIAL USE OF, OR INABILITY TO USE, THE SERVICE, OR RELIANCE ON OR PERFORMANCE OF THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR STATUTE, EVEN IF BUCKEYE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES, OR (B) ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY.

  • EXTENT OF AGREEMENT This Agreement supersedes all prior agreements, written or oral, between Architect/Engineer and Owner and shall constitute the entire Agreement and understanding between the parties with respect to the subject matter hereof. This Agreement and each of its provisions shall be binding upon the parties and may not be waived, modified, amended or altered except by a writing signed by Owner and Architect/Engineer.

  • Limitations of Liability The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.

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