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.
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Absolute Liability. The Guarantor agrees that the liability of the Guarantor under Section 1.1, Section 1.2 and Section 1.3 is absolute and unconditional and the obligations of the Guarantor in this Guarantee shall remain in full force and effect until all Guaranteed Obligations have been validly and finally and irrevocably paid in full or until this Guarantee has been terminated and released. The liability and obligations of the Guarantor in this Guarantee shall not be affected by any matter or thing which but for this provision might operate to affect such liability or obligations, including:
(a) the lack of validity or enforceability of any term of the Promissory Note;
(b) any contest by the Corporation or any other person as to the amount of the Guaranteed Obligations or the validity or enforceability of any terms of the Promissory Note or the perfection or priority of any security interest granted to the Agent or the Vendors by the Corporation or any other person;
(c) any taking or failure to take a security interest by the Agent or the Vendors or any loss of, or loss of value of, any security interest granted to the Agent or any of the Vendors;
(d) any defense, counter-claim or right of set-off available to the Corporation or any other person;
(e) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Corporation, the Guarantor or any other person or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of the Corporation, the Guarantor or any other person or their respective businesses;
(f) any extension of time or times for payment or performance of the Guaranteed Obligations or any releases, variations or indulgences which the Vendors or the Agent may grant to the Corporation or any other person or any extinguishment of all or any part of the Guaranteed Obligations by operation of law;
(g) any dealings with the security interests which the Vendors or the Agent hold or may hold pursuant to the Promissory Note, including the taking, giving up or exchange of security interests or any collateral subject thereto, the variation or realization thereof, the accepting of compositions and the granting of releases and discharges;
(h) any limitation of status or power, disability, incapacity or other circumstance relating to the Corporation, the Guarantor or any other person, including any bankruptcy, insolvency, reorganization, composition, adjustm...
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 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 Creditors or the Trustee on behalf of the 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 any security which any Creditor or the Trustee on behalf of the Creditors holds or may hold pursuant to the terms and conditions of the Indenture Documents, including the taking, gi...
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. Subject to the limitation on recourse set forth in section 1 above, the Guarantors guarantee that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Agreement. The liability of the Guarantors under this guarantee shall be absolute and unconditional irrespective of:
a. the lack of validity or enforceability of any terms of the Loan Agreement or any security granted to the Lender by the Borrower or any other person or persons pursuant to the terms of the Loan Agreement;
b. any consent 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 Loan Agreement;
c. any defence, counter-claim or right of set-off available to the Borrower;
d. any extension of the time or times for payment of the Guaranteed Obligations or any other indulgences the Lender may grant to the Borrower;
e. any dealings with the security which the Lender holds or may hold pursuant to the terms and conditions of the Loan Agreement, 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 modification or amendment of or supplement to the Guaranteed Obligations or the Loan Agreement, including, without limitation, any assignment or assumption of the commitment or commitments of the Lender under the Loan Agreement and any increase or decrease in the principal, the rates of interest or other amounts payable under the Loan Agreement; or
h. any other circumstances which might otherwise constituted a defence available to or a discharge of a guarantor, the Borrower or any other person in respect of the Guaranteed Obligations, or of the Guarantors in respect to 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 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. My liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC be responsible or owe any duty (as a fiduciary or otherwise) to me, nor will CIBC'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 CIBC 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 CIBC 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 CIBC 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 CIBC considers appropriate;
(d) any unenforceability or loss of or in respect of any Security held from time to time by CIBC 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 CIBC'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 CIBC, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer or any Guarantor, or to have resulted in the initiation of any such proceedings;
(i) CIBC's ...
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 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.