NO DISCHARGE OF LIABILITY Clause Samples
The No Discharge of Liability clause ensures that a party's obligations or liabilities under an agreement are not eliminated or reduced by certain events, such as assignment, waiver, or the passage of time. In practice, this means that even if a party assigns its rights or the contract is amended, the original party remains responsible for fulfilling its duties or for any breaches that occurred. This clause is crucial for maintaining accountability and preventing parties from escaping their contractual responsibilities through technicalities or procedural changes.
NO DISCHARGE OF LIABILITY. The liability of WPC pursuant to this Article VIII shall not be discharged or affected in any way by (a) the granting of an extension of time or other indulgence or concession to any of ▇▇▇▇▇▇▇ or its Affiliates under the Tax Separation and Indemnification Agreement, (b) any amendment to the Tax Separation and Indemnification Agreement, (c) any compromise, release, abandonment, waiver, variation or relinquishment of the rights of any of Alliant Energy or Resources or their respective Affiliates against any of ▇▇▇▇▇▇▇ or its Affiliates under the Tax Separation and Indemnification Agreement or by any omission to enforce such rights, (d) any present or future law, regulation or order of any jurisdiction or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any obligation of ▇▇▇▇▇▇▇ or its Affiliates under the Tax Separation and Indemnification Agreement, or (e) any other act, omission, dealing or matter whatsoever (including, without limitation, any change in the certificate of incorporation or bylaws of any of ▇▇▇▇▇▇▇ or its Affiliates or the liquidation, dissolution, reorganization or merger of any of ▇▇▇▇▇▇▇ or its Affiliates) that would or might release WPC from any or all of its obligations under this Article VIII.
NO DISCHARGE OF LIABILITY. The Contract may be modified, amended or supplemented in any way without the Guarantor's consent. The Guarantor's liability under this Deed (which includes the Contractor's duties, obligations and liabilities under the Contract as modified, amended or supplemented) shall not be affected by:
3.1 any such modification, amendment or supplement;
3.2 any invalidity, avoidance or termination of the Contract; or
3.3 any waiver, concession, allowance, compromise or forbearance whether as to payment, time, performance or otherwise given to, or made with, the Contractor. The terms of this Deed shall apply to the terms of any such compromise as they apply to the Contract.
NO DISCHARGE OF LIABILITY. 4.1 The liability of the Guarantor shall not be discharged or affected in any way by:
4.1.1 any fact, event or rule of law which, but for this clause 4 might operate to release in whole or in part the Guarantor from its obligations under this Deed including (without limitation) any novation, assignment, termination of the Contract (whether automatic or otherwise and whether by reason of the [Subsidiary’s / Contractor’s] insolvency or otherwise), or any amendment or extension of time or variation of or under the Contract or any forbearance or forgiveness by the Employer of the Contractor;
4.1.2 any total or partial invalidity, illegality or unenforceability of the Contract; or
4.1.3 a legal limitation, disability or incapacity of the [Subsidiary /
NO DISCHARGE OF LIABILITY. 5.1 The Guarantor shall not be discharged or released by any fact, event or rule of law which, but for this clause 4, might operate to release in whole or in part the Guarantor from its obligations under this Bond including (without limitation):
5.1.1 any alteration, variation or waiver of any of the terms conditions and provisions of the Works Contract or in the extent or nature of the Works, nor by the liquidation, administration or dissolution of the Contractor, nor by any disclaimer of the Works Contract by a liquidator of the Contractor and no allowance of time or other forbearance or indulgence by the Client under or in respect of the Works Contract or the Works on the part of the Client shall in any way release reduce or affect the liability of the Guarantor under this Bond;
5.1.2 any fact event or rule of law which results in any total or partial invalidity, illegality or unenforceability of the Works Contract; or
5.1.3 any legal limitation, disability or incapacity of the Contractor.
NO DISCHARGE OF LIABILITY. The Guarantor shall not be discharged or released by any alteration of any of the terms of the Grant Funding Agreement or in the extent or nature or method of performance of the Funded Activities, and no allowance of time, waiver, forbearance, forgiveness, compromise or other dealing under or with the Grant Funding Agreement or any right or remedy arising thereunder, and no invalidity, illegality, unenforceability or irregularity of the Grant Funding Agreement or of any provision thereof, and no legal limitation, disability or incapacity of the [Subsidiary]/[Grant Recipient], and no other act or omission which (but for this provision) might have operated to release, exonerate or discharge the Guarantor or otherwise reduce, extinguish or adversely affect the Guarantor's liability under this Deed (including without limitation any novation, assignment, termination of the Grant Funding Agreement, whether automatic or otherwise and whether by reason of the [Subsidiary] Grant Recipient]’s insolvency or otherwise) shall in any way release, exonerate, discharge, reduce, extinguish or otherwise adversely affect the liability of the Guarantor under this Deed, and the Guarantor hereby waives notice to it of any such event.
NO DISCHARGE OF LIABILITY. The Guarantor shall not be discharged or released by: