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.
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.
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.
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.
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: