Guarantee, Indemnity and Discharge Sample Clauses

Guarantee, Indemnity and Discharge. 5.1. Notwithstanding that BCS agrees to settle with an Underlying Customer, the Client is responsible for the due performance of every Transaction which BCS enters into as a result of Client’s orders to BCS. In consideration of BCS executing or continuing entering into Transactions under this Schedule as BCS in its absolute discretion sees fit, the Client unconditionally and irrevocably guarantees to BCS punctual performance of all of its obligations under any Transaction. 5.2. The Client as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 5.1 above, agrees to indemnify and keep indemnified BCS, its Affiliates and each of their directors, officers, employees, financiers, auditors, partners, agents or advisers in full and immediately on demand from and against all (a) any breach of warranties and representations or failure of the Client or its Underlying Customer to perform or discharge any of the liabilities or obligations; (b) any of the liabilities or obligations under this Schedule being or becoming unenforceable, invalid, illegal or not recoverable for any reason whatsoever; (c) the exercise or purported exercise by BCS or them of any of the rights, powers, authorities or discretions vested in them under any Transaction subject to this Schedule or by law; (d) the settlement or attempted settlement of any Transaction subject to this Schedule; (e) the entry into and performance of any agreements with third parties in performance of this Schedule; (f) any action taken by an Underlying Customer or a third party to gain control of cash or securities governed by this Schedule; (g) taking, holding, protecting, perfecting, preserving or enforcing (or attempting to do so) the guarantee, indemnity or any other right or interest constituted by this Schedule or defending successfully against any claims of fraud, negligence or wilful default. 5.3. On termination of this Schedule or the Terms of Business, this clause 5 shall continue in force and effect. SCHEDULE E: ELECTRONIC TRADING
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Related to Guarantee, Indemnity and Discharge

  • Release and Discharge 11.1 The acceptance by the Designer of the last payment under the provisions of Article 6.5 or Article 12 in the event of termination of the Contract, shall in each instance, operate as and be a release to the Owner and the Authority and their employees and officers, from all claims of the Designer and its Subconsultants for payment for services performed and/or furnished, except for those written claims submitted by the Designer to the Owner with, or prior to, the last invoice.

  • Suspension and Discharge An employee who has not completed the probationary period may be released without appeal through the grievance procedure. Employees having successfully completed their probationary period shall only be disciplined or discharged for just cause. Prior to suspending or discharging an employee, provided they have completed their probationary period, such employee and the Union ▇▇▇▇▇▇▇ shall be given the reasons in writing, by the Employer, for the suspension or discharge.

  • Satisfaction and Discharge SECTION 401.

  • Limitation on Liability; Termination, Release and Discharge (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) The Note Guarantee of a Subsidiary Guarantor shall terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements); (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Articles VIII or XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause; (5) [reserved]; (6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date. (c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI. (d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.

  • Warranty and Disclaimer Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.