Common use of Liability Absolute Clause in Contracts

Liability Absolute. The liability of Guarantor hereunder is absolute and unconditional and shall not be affected by any circumstances whatsoever, including without limitation, any right of set-off, defense or counterclaim asserted by Guarantor or any other Person against Purchaser based upon any failure by Purchaser or any other Person to perform any of its or their obligations to Borrower contained in the Investment Agreement, any Ancillary Agreement or any agreement or agreements related hereto or thereto, but excluding any right of set-off, defense or counterclaim asserted by Borrower based upon Purchaser's failure to perform its obligations under the Credit Agreement or any other Credit Document.