Absolute Liability Sample Clauses
The Absolute Liability clause establishes that a party is held fully responsible for certain actions or outcomes, regardless of intent, negligence, or fault. In practice, this means that if a specified event occurs—such as environmental damage or injury—the liable party must bear all resulting costs and consequences, even if they took all reasonable precautions. This clause is used to ensure clear allocation of risk and to provide certainty that compensation or remediation will occur without the need to prove fault, thereby protecting affected parties and streamlining dispute resolution.
POPULAR SAMPLE Copied 2 times
Absolute Liability. The Bank’s liability under this Agreement is absolute and unconditional and will not be limited or reduced, nor will the Trustee or the Noteholders be responsible or owe a duty (as a fiduciary or otherwise) to the Bank, nor will the rights of the Noteholders under this Agreement be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following events:
a) the invalidity, unenforceability or illegality, in whole or in part, of the Agreement, any security therefor and any agreements, instruments or other documents held by the Noteholders to create, represent or evidence any of the Guaranteed Obligations and any security therefor;
b) any increase, reduction or other change in, transfer of, or discontinuance of, the Agreement or the terms relating to the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences granted to the Subsidiary or any other persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the Subsidiary or other persons;
c) any change in the Subsidiary’s name, or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) or dissolution or winding-up of the Subsidiary or its business; or the bankruptcy or insolvency of the Subsidiary;
d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agents, or any irregularity, defect or informality in the incurring of any of the Guaranteed Obligations and any security therefor; or
e) any other event which might otherwise be a defence available to, or a discharge of, the Bank or any other person or liability under this Agreement. For the purposes of certainty, if as a result of the existence or occurrence of any one or more of the events above the Trustee on behalf of the Noteholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtor.
Absolute Liability. Each of the Guarantors agrees that the liability of the Guarantors under Section 2.1 and Section 2.2, is absolute and unconditional irrespective of:
(a) the lack of validity or enforceability of any terms of any of the Indenture Documents;
(b) any contest by any Issuer or any other Person as to the amount of the Note Obligations, the validity or enforceability of any terms of the Indenture Documents or the perfection or priority of any security granted to the Trustee or the other Secured Creditors;
(c) any defence, counter claim or right of set-off available to any Issuer (other than payment in full of the Note Obligations);
(d) any release, compounding or other variance of the liability of any Issuer or any other Person liable in any manner under or in respect of the Note Obligations or the extinguishment of all or any part of the Note Obligations by operation of law (other than payment in full of the Note Obligations);
(e) any change in the time or times for, or place or manner or terms of payment or performance of the Note Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which any Secured Creditors or the Trustee on behalf of the Secured Creditors may grant to any Issuer or any other Person;
(f) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any additional Note issuances thereunder or the inclusion of an additional Issuer thereunder), or other action or inaction under, the Indenture, the other Indenture Documents or any other related document or instrument, or the Note Obligations;
(g) any discontinuance, termination, reduction, renewal, increase, abstention from renewing or other variation of any credit or credit facilities to, or the terms or conditions of any transaction with, any Issuer or any other Person;
(h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of any Issuer, any Guarantor or any other Credit Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of any Issuer, any Guarantor or any other Credit Party or their respective businesses;
(i) any dealings with the security which any Secured Creditor or the Trustee on behalf of the Secured Creditors holds or may hold pursuant to the terms and conditions of the Inden...
Absolute Liability. Without limiting the generality of paragraph 2.1, the Company shall indemnify the Indemnitees against any Liability in relation to a Claim which is statutorily imposed on the Nominee.
Absolute Liability. My liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will Simplii Financial be responsible or owe any duty (as a fiduciary or otherwise) to me, nor will Simplii Financial’s rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my knowledge or consent) of any one or more of the following events:
a) any termination, invalidity, unenforceability or release by Simplii Financial of any of its rights against the Customer or against any other Person or of any Security;
b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Customer's Debts or to any credit extended by Simplii Financial to the Customer; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer or any other Person; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by Simplii Financial in respect of, or in the course of, doing any of these things;
c) accepting compositions from or granting releases or discharges to the Customer or any other Person, or any other dealing with the Customer or any other Person or with any Security that Simplii Financial considers appropriate;
d) any unenforceability or loss of or in respect of any Security held from time to time by Simplii Financial from me, the Customer or any other Person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to Simplii Financial’s fault or any other reason;
e) the death of the Customer; any change in the Customer's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, lease or otherwise) of the Customer or the Customer's business;
f) any change in my financial condition or that of the Customer or any other Guarantor (including insolvency and bankruptcy);
g) if I am or the Customer is a corporation, any change of effective control, or if I am or the Customer is a partnership, a dissolution or any change in the membership;
h) any event, whether or not attributable to Simplii Financial, that may be considered to have caused or accelerated the bankruptcy or insolvency...
Absolute Liability. The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Promissory Note. The liability of the Guarantor under this guarantee shall be absolute and unconditional irrespective of:
(a) the lack of validity or enforceability of any terms of the Promissory Note;
(b) any contest by the Debtor, its subsidiaries or any other person as to the validity or enforceability of any terms of the Promissory Note or the priority of any security granted to the Guaranteed Party by the Debtor, its subsidiaries or any other person pursuant to the terms of the Promissory Note or otherwise;
(c) any defence, counter-claim or right of set-off available to the Debtor or its subsidiaries;
(d) any extension of the time or times for payment of the Guaranteed Obligations or any other amendments, waivers or indulgences the Guaranteed Party may grant to the Debtor or its subsidiaries;
(e) any dealings with the security which the Guaranteed Party holds or may hold pursuant to the terms and conditions of the Promissory Note or otherwise, including the taking and giving up of securities, the accepting of compositions and the granting of releases and discharges;
(f) the assignment of all or any part of the benefits of this guarantee;
(g) any other circumstances which might otherwise constitute a defence available to or a discharge of the Guarantor, the Debtor, its subsidiaries or any other person in respect of the Guaranteed Obligations, or the Guarantor in respect of this guarantee.
Absolute Liability. The Guarantor hereby guarantees that the Guaranteed Obligations will be paid to the Holders strictly in accordance with the terms and conditions hereof, and that the liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of:
(a) the validity or enforceability of the Securities or the Warrant Agreements;
(b) any contest by the Company or any other person as to the amount of the Guaranteed Obligations or the validity or enforceability of the Securities or the Warrant Agreements;
(c) any defense, counter-claim or right of set-off available to the Company;
(d) any extension of the time or times for payment of the Guaranteed Obligations or any other indulgences which the Holders may grant to the Company or any amendment to or alteration of the Warrant Agreements or the Securities; and
(e) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Guarantor, the Company or any other person in respect of the Guaranteed Obligations or the Guarantor in respect of the Guarantee.
Absolute Liability. The liability of each Guarantor hereunder is absolute and is not subject to the execution of the Transaction Documents (other than this Agreement) or of any other document by any person or to the performance of any condition precedent or subsequent, including, without limiting the generality of the foregoing, as between any Obligor and the Agent, the Banks or any of them or amongst any 2 or more Obligors but is subject to non-payment or the non-performance of an Obligation or Intended Obligation by the principal Obligor.
Absolute Liability. The liability of the Guarantor under this Deed is absolute and is not subject to the execution of this deed or any other instrument or document by any person other than the Guarantor, and is not subject to the performance of any condition precedent or subsequent.
Absolute Liability. The Covenantor guarantees that the Guaranteed Obligations will be paid to the Administrative Agent and Lenders in accordance with the terms and conditions of the Credit Agreement and other Credit Documents, that the Covenantor shall be liable as principal debtor and not solely as surety with respect to the payment of the Guaranteed Obligations and that the liability of the Covenantor under this Guarantee shall be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of any terms of any of the Credit Documents;
(b) any contest by the Borrower or any other Person as to the amount of the Guaranteed Obligations or the validity or enforceability of any terms of the Credit Documents;
(c) any extension of the time or times for payment of the Guaranteed Obligations the Lenders or the Administrative Agent may grant to the Borrower or any other Person, or amendment to, restatement of, or alteration of this Guarantee or any of the Credit Documents or the Guaranteed Obligations;
(d) the assignment of all or part of the benefits of this Guarantee; and
(e) to the fullest extent permitted by Law, any other circumstances which might otherwise constitute a defence available to, or a discharge of, the Covenantor, the Borrower or any other Person in respect of the Guaranteed Obligations or this Guarantee, other than the payment and performance in full of the Guaranteed Obligations.
Absolute Liability. Without limiting the generality of paragraph 1.1, the Parent Company shall indemnify the Indemnitees against any Liability in relation to a Claim which is statutorily imposed upon the Appointee, regardless of the Appointee’s conduct, and whether or not the Appointee is at fault.