Liability unconditional Sample Clauses
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Liability unconditional. Borrower hereby agrees that it is jointly and severally liable for the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Agents and the Lenders by Borrower. Borrower agrees that its liability shall be absolute and unconditional, irrespective of, and unaffected by,
(A) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which Borrower is or may become a party;
(B) the absence of any action to enforce this Agreement or any other Loan Document or the waiver or consent by any Agent or the Lenders with respect to any of the provisions thereof;
(C) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by any Agent or any Lender in respect thereof (including the release of any such security);
(D) the insolvency of Borrower; or
(E) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Borrower that its obligations as confirmed under this subsection 1.10 shall not be discharged until the payment and performance, in full, of the Obligations has occurred. Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel any Agent or any Lender to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, Borrower. It is agreed among Borrower, Agents and the Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this subsection 1.10 and such waivers, each Lender would decline to enter into this Agreement.
Liability unconditional. The rights, remedies and powers vested in the Mortgagee under this Deed shall not be affected nor shall this Deed be discharged or reduced by reason of:
5.5.1 the Incapacity or any change in the name, style or constitution of the Owner or any other person liable;
5.5.2 the Mortgagee granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of the Owner or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from the Owner or any other person liable; or
5.5.3 any act or omission which would not have discharged or affected the security constituted by the Charterer under this Deed had it been a principal debtor instead of a guarantor or by anything done or omitted which but for this provision might operate to exonerate such security.
Liability unconditional. None of the obligations or liabilities of the Borrowers under any Security Document shall be discharged or reduced by reason of:
18.4.1 the death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding-up, administration, receivership, amalgamation, reconstruction or other incapacity of any person whatsoever (including, in the case of a partnership, a termination or change in the composition of the partnership) or any change of name or style or constitution of any Borrower or any other person liable;
18.4.2 any Bank granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, any Borrower or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting, varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Borrower or any other person liable; or
18.4.3 anything done or omitted which but for this provision might operate to exonerate the Borrowers or all of them.
Liability unconditional. None of the obligations or liabilities of the Borrowers under this Agreement or any other Security Document shall be discharged or reduced by reason of:
(a) the death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding-up, administration, receivership, amalgamation, reconstruction or other incapacity of any person whatsoever (including, in the case of a partnership, a termination or change in the composition of the partnership) or any change of name or style or constitution of any Borrower or any other person liable;
(b) the Agent (acting on the instructions of the Majority Banks) granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, any Borrower or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting, varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Borrower or any other person liable; or
(c) anything done or omitted which but for this provision might operate to exonerate the Borrowers or any of them.
Liability unconditional. The liability of each Guarantor shall not be affected nor shall this Guarantee be discharged or reduced by reason of:
2.7.1 the Incapacity or any change in the name, style or constitution of any Borrower or any other person liable;
2.7.2 the Security Agent or any of the Finance Parties granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, any Borrower or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any Borrower or any other person liable; or
2.7.3 any act or omission which would have discharged or affected the liability of that Guarantor had it been a principal debtor instead of a guarantor or by anything done or omitted which but for this provision might operate to exonerate that Guarantor.
Liability unconditional. The liability of the Guarantor shall not be affected nor shall this Guarantee be discharged or reduced by reason of:
2.7.1 the Incapacity or any change in the name, style or constitution of the Borrowers or either of them or any other person liable;
2.7.2 the Security Agent or any of the Secured Creditors granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, the Borrowers or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from the Borrowers or either of them or any other person liable; or
2.7.3 any act or omission which would have discharged or affected the liability of the Guarantor had it been a principal debtor instead of a guarantor or by anything done or omitted which but for this provision might operate to exonerate the Guarantor.
Liability unconditional. The liability of the Creditor shall not be affected, discharged or reduced by reason of:
4.4.1 the Incapacity or any change in the name, style or constitution of the Borrower or any other Security Provider;
4.4.2 the Security Trustee, the Beneficiaries or any of them granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, the Borrower or any other Security Provider or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from the Borrower or any other Security Provider; or
4.4.3 any act or omission which but for this provision might operate to exonerate the Creditor.
Liability unconditional. The liability of Indemnitor under this instrument is direct and primary and is not conditioned or contingent upon prior pursuit of any remedies by Company except demand for performance upon Indemnitor. Indemnitor shall be liable for and shall pay promptly to Company all costs, expenses and attorney's fees incurred by Company in enforcing its rights hereunder.
Liability unconditional. The Guarantor acknowledges and agrees that none of the Guaranteed Liabilities shall be reduced, released or otherwise howsoever adversely affected by any circumstances, event, action, matter or thing whatsoever, howsoever arising, including, without limitation:
2.6.1 any renewal, variation, determination or increase in any accommodation or credit given by the Security Trustee to the Borrower;
2.6.2 any time or waiver granted to or composition with the Borrower or any other person;
2.6.3 any variation, extension, release, discharge, compromise, dealing with, exchange or renewal of any right or remedy which the Banks or any of them may now or hereafter have from or against the Borrower and any other person in respect of any of the obligations and liabilities of the Borrower and any other person;
2.6.4 any act or omission by the Security Trustee or any other person in taking up, perfecting or enforcing any security or guarantee from or against the Borrower or any other person;
2.6.5 the administration, insolvency, bankruptcy, liquidation, winding-up, incapacity, limitation, disability or the discharge by operation of law of the Borrower or any change in the constitution, name and style of the Borrower or any other person; or
2.6.6 any invalidity, irregularity, unenforceability, act or omission which might have discharged or affected the liability of the Guarantor had it been a mere surety in respect of the Guaranteed Liabilities or by anything done or omitted by any person which but for this provision might operate to exonerate or discharge the Guarantor or otherwise reduce or extinguish its liability under this Guarantee.
Liability unconditional. Each Guarantor acknowledges and agrees that its liability under this Guarantee shall not be impaired, reduced, discharged or otherwise affected by reason of any of the following:
(a) any variation, amendment, alteration or supplement to the Bareboat Charter or to the extent, nature or method of performance of the duties and/or obligations referred to in the Bareboat Charter, in each case, however fundamental such variation, amendment, alteration and/or supplement is and/or any novation of the Bareboat Charter;
(b) any allowance of time, waiver, forbearance, delay, forgiveness, indulgence, compromise, delay by or on the part of Fortune in asserting any of its rights against G▇▇▇▇ ▇▇▇▇▇ or other dealing under or in connection with the Bareboat Charter or in respect of any right or remedy arising under the Bareboat Charter;
(c) any settlement or arrangement made between Fortune and G▇▇▇▇ ▇▇▇▇▇ in relation to the Bareboat Charter;
(d) any composition, discharge, release, concession, waiver or other variation of liability entered into with, or granted to, G▇▇▇▇ ▇▇▇▇▇;
(e) the Bareboat Charter or any provision thereof being or becoming illegal, invalid, void, voidable or unenforceable;
(f) termination of the Bareboat Charter or Golar Hilli's employment under the Bareboat Charter;
(g) any disability, Incapacity, lack of power, authority or legal personality of, dissolution or change in the members of, status of, legal limitation, change in ownership or change in status of G▇▇▇▇ ▇▇▇▇▇;
(h) an Insolvency Event;
(i) a change in the constitution of G▇▇▇▇ ▇▇▇▇▇;
(j) Fortune taking, holding, varying, realising or not enforcing any other security for the liabilities of G▇▇▇▇ ▇▇▇▇▇ under the Bareboat Charter or any document or security;
(k) any funder exercising any rights it may have to assume any rights and/or obligations of Fortune under Bareboat Charter pursuant to any collateral warranty or any third party rights vested in it pursuant to the terms of the Bareboat Charter or any document or security;
(l) an amalgamation, merger, consolidation of either Guarantor and G▇▇▇▇ ▇▇▇▇▇; or
(m) any other act, omission or default which in the absence of this provision would or might have operated to discharge, reduce, exonerate or otherwise affect the liability of either Guarantor under the terms of this Guarantee, in each case whether such matters are done or omitted to be done with or without notice to, or the consent of, either Guarantor and each Guarantor hereby waives any...