Common use of Nature and Preservation of Liability Clause in Contracts

Nature and Preservation of Liability. 5.1 Subject to clause 4.4, the liability of the Guarantor under this Deed is absolute and is not subject to the performance or any condition precedent or subsequent, including any condition between the Guarantor and the Subsidiary. 5.2 This Deed binds each person who has signed it despite: (a) any person, whether expressed to be a party to this Deed or not, not executing this Deed or the Licence or the Ancillary Agreement; (b) the execution of this Deed or the Licence or the Ancillary Agreement being invalid or irregular in any way; (c) this Deed or the Licence or the Ancillary Agreement being or becoming unenforceable, void or voidable against any other person. 5.3 The liability of the Guarantor under this Deed will not be affected by any act, omission, matter or thing which but for this clause 5.3, might operate in Law to release the Guarantor from that liability or to reduce the Guarantor’s liability under this Deed, including any of the following: (a) (Invalidity etc.): the Licence or the Ancillary Agreement, or any payment or other act, the making or doing of which would otherwise form part of the Obligations being or becoming or being conceded to be frustrated, illegal, invalid, void, voidable, unenforceable or irrecoverable in whole or in part for any reason whether past, present or future; (b) (Time or indulgence): the State granting time, waiver or other indulgence or concession to, or making any composition or compromise to the Licensee; (c) (Forbearance): the State not exercising or delaying (whether deliberately or otherwise) in the exercise of any Power it has for the enforcement of any Obligation; (d) (Variation): any variation, novation or alteration to or substitution of this Deed, the Licence or Ancillary Agreement, whether or not that variation is substantial or material. (e) (Release): the full, partial or conditional release or discharge by the State or by operation of Law of the Licensee from its obligations under the Licence or Ancillary Agreement; (f) (Change of constitution): any change for any reason in the name or manner in which the Guarantor or the Subsidiary carries on business; (g) (Preference): any claim by any person that a payment to, receipt by, or other transaction in favour of the State in or towards satisfaction of the Obligations is void, voidable, or capable of being set aside under any Law relating to bankruptcy, insolvency, or liquidation being upheld, conceded, or compromised; (h) (Administration): the provisions of section 440J of the Corporations Act operating to prevent or delay: (i) the enforcement of this Deed against the Guarantor; and/or (ii) any claim for contribution against the Guarantor; (i) (Disclaimer): a disclaimer of any contract or property (including the Licence and the Ancillary Agreement) made by a liquidator of the Licensee or the Guarantor; (j) (Event of Insolvency): the occurrence before, on or at any time after the date of this Deed, of any dissolution of or external administration procedures of the Licensee under Chapter 5 of the Corporations Act or any other Law in relation to the Guarantor or the Licensee; and (k) (Acquiescence or other omission): any laches, acquiescence or other act, neglect, default, omission or mistake by the State.

Nature and Preservation of Liability. 5.1 Subject to clause 4.4, the (a) The liability of the Guarantor under this Deed is absolute and is not subject to the performance or any condition precedent or subsequent, including any condition between the Guarantor and the Subsidiary. 5.2 (b) This Deed binds each person who has signed it despite: (ai) any person, whether expressed to be a party to this Deed or not, not executing this Deed or the Licence Licence, the Related Agreement or the Ancillary a Linked Jackpot Arrangement Agreement; (bii) the execution of this Deed or the Licence Licence, the Related Agreement or the Ancillary a Linked Jackpot Arrangement Agreement being invalid or irregular in any way; (ciii) this Deed or the Licence Licence, the Related Agreement or the Ancillary a Linked Jackpot Arrangement Agreement being or becoming unenforceable, void or voidable against any other person. 5.3 (c) The liability of the Guarantor under this Deed will not be affected by any act, omission, matter or thing which but for this clause 5.35(c), might operate in Law to release the Guarantor from that liability or to reduce the Guarantor’s liability under this Deed, including any of the following: (ai) (Invalidity etc.): the Licence or the Ancillary Related Agreement or a Linked Jackpot Arrangement Agreement, or any payment or other act, the making or doing of which would otherwise form part of the Obligations being or becoming or being conceded to be frustrated, illegal, invalid, void, voidable, unenforceable or irrecoverable in whole or in part for any reason whether past, present or future; (bii) (Time or indulgence): the State granting time, waiver or other indulgence or concession to, or making any composition or compromise to the LicenseeSubsidiary; (ciii) (Forbearance): the State not exercising or delaying (whether deliberately or otherwise) in the exercise of any Power it has for the enforcement of any Obligation; (div) (Variation): any variation, novation or alteration to or substitution of this Deed, the Licence Licence, Related Agreement or Ancillary a Linked Jackpot Arrangement Agreement, whether or not that variation is substantial or material.; (ev) (Release): the full, partial or conditional release or discharge by the State or by operation of Law of the Licensee Subsidiary from its obligations under the Licence or Ancillary Related Agreement; (fvi) (Change of constitution): any change for any reason in the name or manner in which the Guarantor or the Subsidiary carries on business; (gvii) (Preference): any claim by any person that a payment to, receipt by, or other transaction in favour of the State in or towards satisfaction of the Obligations is void, voidable, or capable of being set aside under any Law relating to bankruptcy, insolvency, or liquidation being upheld, conceded, or compromised; (hviii) (Administration): the provisions of section 415D or 440J of the Corporations Act operating to prevent or delay: (iA) the enforcement of this Deed against the Guarantor; and/or (iiB) any claim for contribution against the Guarantor; (iix) (Disclaimer): a disclaimer of any contract or property (including the Licence and the Ancillary Related Agreement) made by a liquidator of the Licensee Subsidiary or the Guarantor; (jx) (Event of Insolvency): the occurrence before, on or at any time after the date of this Deed, of any dissolution of or external administration procedures of the Licensee Subsidiary under Chapter 5 of the Corporations Act or any other Law in relation to the Guarantor or the LicenseeSubsidiary; and (kxi) (Acquiescence or other omission): any laches, acquiescence or other act, neglect, default, omission or mistake by the State.