No Exoneration Sample Clauses

No Exoneration. Except as otherwise provided in Section 4.06 below, the obligations of the Guarantor hereunder shall not be released, discharged, exonerated or impaired in any way by reason of: (a) any failure of the Developer to retain or preserve any rights against any person, except to the extent the Developer is required to do so under the terms of the Design- Build Contract and such failure prejudices Guarantor; (b) the lack of prior enforcement by the Developer of any rights against any person and the lack of exhaustion of any bond, letter of credit or other security held by the Developer, except to the extent the Developer is required to do so under the terms of the Design- Build Contract and such failure prejudices Guarantor; (c) the lack of authority or standing of the DB Contractor or the dissolution of the Guarantor, the DB Contractor or the Developer; (d) with or without notice to the Guarantor, the amendment, alteration, acceleration, extension, waiver, retirement, suspension, surrender, compromise, settlement, release, revocation or termination of, or failure to assert, any portion of the Guaranteed Obligations, the Design-Build Contract, any rights or remedies of the Developer (including rights of offset) against the DB Contractor, or any bond, letter of credit, other guaranty, instrument, document, collateral security or other property given or available to the Developer to secure all or any part of the Guaranteed Obligations; provided that, notwithstanding the foregoing, the Guarantor shall have available to it any and all defenses relating to the Guaranteed Obligations that may be available to the DB Contractor based on any such amendment, alteration, acceleration, extension, waiver, retirement, suspension, surrender, compromise, settlement, release, revocation or termination or failure to assert voluntarily made by the Developer, except defenses available to the DB Contractor under any federal or state law respecting bankruptcy, arrangement, reorganization or similar relief of debtors and those expressly waived under this Guaranty; (e) the extension of the time for payment of any amount owing or payable under the Design-Build Contract or of the time for performance or completion of any Guaranteed Obligation; provided, however, that to the extent the Developer grants the DB Contractor an extension of time under the Design-Build Contract for performance of any of the obligations of the DB Contractor thereunder, such extension of time shall likewise extend...
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No Exoneration. Guarantor shall not be discharged, released or exonerated, in any way, from its absolute, unconditional and independent liability hereunder, even though any rights or defenses which Guarantor may have against Lessee, Lessor or others may be destroyed, diminished or otherwise affected by any of the following: a) Any declaration by Lessor of a default in respect of any of the Obligations. b) The exercise by Lessor of any rights or remedies against Lessee or any other person or entity. c) The failure of Lessor to exercise any rights or remedies against Lessee or any other person or entity. d) The sale or enforcement of, or realization upon (through judicial foreclosure, seizure, power of sale or any other means) any security for any of the Obligations, even though (i) recourse may not thereafter be had against Lessee for any deficiency or (ii) Lessor fails to pursue any such recourse which might otherwise be available, whether by way of deficiency judgment following judicial foreclosure or otherwise.
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No Exoneration. Without limiting the generality of any of the provisions hereof, and notwithstanding anything to the contrary contained in this Agreement, the Promissory Note, or the Security Agreement, Guarantor hereby recognizes, acknowledges and agrees that the covenants, agreements, duties and obligations of Guarantor under this Agreement are absolute, unconditional and irrevocable, and shall not, directly or indirectly, in any manner whatsoever be exonerated, discharged, abrogated, impaired, nullified, suspended, terminated, released or otherwise affected by any event, condition, circumstance, transaction (regardless of form) or act (including, without limitation, any alteration, modification, compromise, waiver, surrender or release of any covenant, agreement, duty or obligation of Tag-It or otherwise comprising part of or included in any of the Obligations or of any Person guaranteeing, giving security for or who is otherwise directly or indirectly liable for the payment, performance or satisfaction of all or any of the Obligations, any bankruptcy or insolvency of, or any disability affecting Tag-It, any liquidation, dissolution, winding-up, termination or other cessation of existence of Tag-It or any other Person, or any failure to deliver any notice to Tag-It or any other Person and/or the fact that, or as a result of any transaction (regardless of form) which might otherwise constitute a legal, equitable or other exoneration, release or discharge of a guarantor or surety (or similarly situated Person) under applicable law.
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No Exoneration. The Performance Bond and Payment Bond shall contain provisions to the effect that Change Orders, Unilateral Change Orders, Field Orders, Modifications, Changes and Contract Adjustments shall in no way release or exonerate CONTRACTOR or its Surety from their obligations and that notice thereof is waived by the Surety.
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No Exoneration. Guarantor shall not be discharged, released or exonerated, in any way, from its absolute, unconditional and independent liability hereunder, even though any rights or defenses which Guarantor may have against ITGV or ITGPB, PBE or PBM or others may be destroyed, diminished or otherwise affected by any of the following: (a) Any declaration by PBE or PBM of a default in respect of any of the Obligations. (b) The exercise by PBE or PBM of any rights or remedies against ITGV or ITGPB or any other person or entity. (c) The failure of PBE or PBM to exercise any rights or remedies against ITGV or ITGPB or any other person or entity. (d) The sale or enforcement of, or realization upon (through judicial foreclosure, seizure, power of sale or any other means) any security for any of the Obligations, even though (i) recourse may not thereafter be had against ITGV or ITGPB for any deficiency or (ii) PBE or PBM fails to pursue any such recourse which might otherwise be available, whether by way of deficiency judgment following judicial foreclosure or otherwise.
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No Exoneration. The initiation of foreclosure proceedings by Lender or the exercise of any other rights or remedies by Lender under the Borrower Security Instrument or the other Loan Documents (exclusive of the right to elect not to enforce this Brookdale Calif. - RC Guaranty as provided herein) shall not exonerate Guarantor in any respect and notwithstanding such action by Lender, Guarantor shall remain fully responsible to perform under the terms of this Brookdale Calif. - RC Guaranty.
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Related to No Exoneration

  • Exoneration Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by Section 7.8(b)) (i) if the Depositary, the Custodian, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (and any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

  • Indemnification; Exculpation The Company agrees to indemnify and hold harmless the Indemnified Parties from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Party.

  • Exculpation (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Preferred Securities Guarantee and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Preferred Securities Guarantee or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's negligence or willful misconduct with respect to such acts or omissions. (b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Guarantor and upon such information, opinions, reports or statements presented to the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Guarantor, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distributions to Holders of Preferred Securities might properly be paid.