Non-exoneration Sample Clauses

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Non-exoneration. 4.1 The obligations of the Guarantor under this Guarantee shall not be discharged, affected or impaired by any act, omission or thing which but for this Clause 4 would reduce, release or prejudice any of the Guarantor’s obligations under this Guarantee including without limitation and whether or not known to the Guarantor: (A) the granting by Thames or any other person of any time or other indulgence, or any concession or arrangement or waiver or forbearance granted or made by Thames to or with XYZ Water or any other person; (B) any assertion of any right or remedy or the pursuit of any rights or remedies by Thames against XYZ Water or any other person or the failure, delay or forbearance on the part of Thames or any other person in enforcing any of its rights against XYZ Water or any other person; (C) the giving by XYZ Water or Thames or any other person of any security in relation to the obligations or liabilities of XYZ Water pursuant to the Agreements or any other agreement entered into pursuant thereto or the variation, compromise, renewal or release of or refusal or neglect to take up or enforce such security or any non-presentation or non-observance of any formality or other requirement in respect of any instrument; (D) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of XYZ Water or any other person; (E) any unenforceability, illegality, invalidity or frustration of any provision of or obligation under the Agreements or under any other document or security to the intent that the Guarantor’s liability under this Guarantee shall remain in full force and its guarantee be construed accordingly as if there was no unenforceability, illegality, invalidity or frustration; (F) the insolvency, liquidation, winding-up, dissolution or administration of (or the appointment of an administrator or receiver of) XYZ Water, or any joint venture party of XYZ Water, or any other person, or the amalgamation, reconstruction, reorganisation, change in status, function, control or ownership of XYZ Water, or any other person; (G) any present or future law or regulation purporting to reduce or prejudice any of the obligations or liabilities of XYZ Water or Thames pursuant to the Agreements; or (H) anything that Thames or XYZ Water may do or omit or neglect to do which, but for this provision, might exonerate the Guarantor or impair its liability hereunder.
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Non-exoneration. 6.1 If any purported obligation or liability of the Borrower to the Agent or the Banks which if valid would have been secured by this Deed is not or ceases to be valid or enforceable against the Borrower on any ground whatsoever whether or not known to the Agent and/or the Banks including but not limited to any defect in or want of powers of the Borrower or irregular exercise thereof or lack of authority by any person purporting to act on behalf of the Borrower or any legal or other limitation (whether under the Limitation Act 1980 or otherwis▇), ▇▇▇▇bility, incapacity or any change in the constitution, name or style of or any amalgamation, reconstruction or liquidation or administration or similar of the Borrower, the security constituted by this Deed shall nevertheless be enforceable. 6.2 The liability of the Chargor shall not be affected nor shall this Deed be discharged or dismissed by reason of:- (i) any present or future bill, note, guarante▇, ▇ndemnity, mortgage, charge, pledge, lien or other security or right or remedy held by or available to the Agent and/or the Banks being or becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Agent or any of the Banks from time to time dealing with, exchanging, varying, realising, releasing or failing to perfect or enforce any of the same; or (ii) the Agent or any of the Banks compounding with, discharging, releasing or varying the liability of or granting any time, indulgence or concession to the Borrower or any other person or renewing, determining, varying or increasing any bill, promissory note or other negotiable instrument or the Credit Agreement or any accommodation, facility or transaction 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 person; or (iii) any act or omission which would not have discharged or affected the liability of the Chargor had it been principal debtor instead of surety or by anything done or omitted which but for this provision might operate to exonerate the Chargor.
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Non-exoneration. 9.1 If any purported obligation or liability of the Debtor to the Noteholders which if valid would have been secured by this Deed is not or ceases to be valid or enforceable against the Debtor on any ground whatsoever whether or not known to the Noteholders, the security constituted by this Deed shall nevertheless be enforceable against the Chargor. 9.2 The liability of the Chargor shall not be affected nor shall this Deed be discharged or dismissed by reason of:- (i) any security or right or remedy held by or available to the Security Trustee and the Noteholders being or becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Security Trustee or any of the Noteholders varying, releasing or failing to perfect or enforce any of the same; (ii) the Security Trustee or any of the Noteholders varying the liability of or granting any time, indulgence or concession to the Debtor or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from the Debtor; or (iii) any act or omission which would not have discharged or affected the liability of the Chargor had it been principal debtor instead of surety or by anything done or omitted which but for this provision might operate to exonerate the Chargor.
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Non-exoneration. 4.1 The liability of each Principal shall not be affected nor shall the Guarantee be discharged or diminished by reason of any present or future guarantee (other than the Guarantee), indemnity, mortgage, charge, pledge, lien or other security or right or remedy held by or available to the Government being or becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Government from time to time dealing with exchanging, varying, realizing, releasing or failing to perfect or enforce any of the same. 4.2 Each Principal shall have the benefit of the provisions of the Transaction Agreements limiting or restricting the liability of the SPV but, subject thereto, obligations of each Principal under this Guarantee shall not be discharged or affected by any act, omission, matter or thing which, but for this provision, might operate to release or otherwise exonerate either or both of the Principals from their obligations hereunder or affect such obligations, including: (a) any time or indulgence at any time given to the SPV or any variation of or forbearance, neglect or delay in seeking performance of the relevant obligations; and (b) any limitation (other than any limitation imposed by this Guarantee) disability, incapacity or other circumstances relating to the SPV under applicable Laws. 4.3 As a separate and independent stipulation, each Principal agrees that any obligation expressed to be undertaken by the SPV which may be unenforceable against the SPV by reason of any limitation, disability or incapacity on or of the SPV under any applicable Laws or of any fact or circumstance (other than a limitation imposed by this Guarantee) shall nevertheless be enforceable against and recoverable from each Principal as though the same had been incurred by each Principal and each Principal was the sole and principal obligor in respect thereof.
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Non-exoneration. The obligations of the Guarantor under this Guarantee shall not be discharged, affected or impaired by any act, omission or thing which but for this Clause 4 would reduce, release or prejudice any of the Guarantor’s obligations under this Guarantee including without limitation and whether or not known to the Guarantor:
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Related to Non-exoneration

  • Indemnification; Exoneration (a) In addition to amounts payable as elsewhere provided in this Article 3, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

  • 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.

  • ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS Notwithstanding any limitation in Sections 3, 4, or 5 and except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

  • Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

  • Indemnity/Hold Harmless The Union agrees to indemnify and hold the District harmless against any and all liabilities (including reasonable and necessary costs of litigation) arising from any and all claims, demands, suits, or other actions relating to the District's compliance or attempted compliance with either this Article or the requests of the Union pursuant to this Article, or relating to the conduct of the Union in administering this Article. The Union shall have the right to determine and decide all matters relating to settlement and conduct of litigation with respect to this Article. In no case shall District funds be involved in any remedy relating to this Article. Any underpayments to the Union resulting from the District's failure to make a required deduction shall be remedied by additional deductions from the affected employee(s). Any overpayments to the Union resulting from excessive deductions shall be remedied either by refund from the Union to the affected employee(s) or by a credit against future payments by the affected employee(s).