Principal Liability Sample Clauses

Principal Liability. That to give full effect to the provisions of this Guarantee and Indemnity the Guarantors hereby waive all rights inconsistent with the provisions of this Guarantee and Indemnity and which the Guarantors might otherwise as surety be entitled to claim and enforce, and the Guarantors declare that the Bank shall be at liberty to act as though the Guarantors were the principal debtors for all sums guaranteed by the Guarantors as aforesaid;

Principal Liability. Each Principal and the respective Shareholder that such Principal controls, from time to time, shall be jointly and severally liable under this Agreement.

Principal Liability. Each Principal agrees to be liable for the payment and performance by himself and his Authorized Users, and any Trading Party Controlled solely by him, and its Authorized Users, of their obligations hereunder. Each Principal further agrees to be liable for the payment of his Pro Rata Share of any Minimum Fees owed by any Trading Parties other than Principals under this Agreement. In addition, any other Person who becomes an equity owner in any Trading Party, other than as an owner of a Subordinate Interest, (such Person, a "New Equity Owner") shall become a party to this Agreement for the purposes of agreeing to be responsible for such Person's Pro Rata Share, if any, of any Minimum Fees owed by such Trading Party under this Agreement and shall place a corresponding amount of property into the Execution Escrow Account established pursuant to the Escrow Agreement (it being understood that each Principal shall remain liable to PSC for his Pro Rata Share of the Minimum Fees). For the purposes of determining liability of the Principals to PSC, the term "Pro Rata Share" shall mean: Burch 17.6470%, Jamail 41.1765% and Kershner 41.1765%. For the purp▇▇▇▇ of determining the amounts each ▇▇▇ ▇▇▇ity Owner shall contribute to the Execution Escrow Account (which contributed amounts shall be the respective amounts for which each New Equity Owner is liable to PSC in respect of the Minimum Fees) and the relative amounts each such New Equity Owner shall owe to the Principals with respect to any Minimum Fees, such New Equity Owner's Pro Rata Share shall equal such New Equity Owner's equity interest (other than any Subordinate Interest) in the Trading Party. For the purposes of this Section, the term "Subordinate Interest" shall mean an equity interest that is designated as a "Class B" or subordinate interest or is otherwise subordinate to the equity interest (other than a general partnership or similar equity interest) having the greatest relative rights and privileges. No Principal shall have any liability under this Agreement except as specifically provided in this Section. No Person whose only equity interest in a Trading Party is a Subordinate Interest shall be required to become a party to this Agreement or to incur any liability hereunder.

Principal Liability that to give full effect to the provisions of this Guarantee and Indemnity: - (i) the Guarantor waives all rights inconsistent with the provisions of this Guarantee and Indemnity and which the Guarantor might otherwise be entitled to claim and enforce as surety; (ii) the Guarantor will not be discharged by any fact, circumstances, act or omission whether known to the Bank or not, or by which the liability of the Guarantor under this Guarantee and Indemnity would have been discharged if the Guarantor had not been a principal debtor; (iii) the Guarantor’s liability under this Guarantee and Indemnity will subsist and will not be discharged, diminished or affected, whether or not: (I) the Bank has a right to claim, or has already claimed, against the Borrower and/or any other surety or security provider; and/or (II) the Bank has taken any other security now or may in the future at any time or from time to time take to secure the Indebtedness from the Borrower or any other persons or has failed to take any other security to secure the Indebtedness; (III) the Bank has enforced, or failed to enforce any other security taken to secure the Indebtedness; (IV) the Bank has filed a proof of debt where the Borrower has been adjudged a bankrupt or is in liquidation (as applicable) [and in such a case, the full amount of the Indebtedness shall be payable by the Guarantor; (iv) all sums payable by the Guarantor under this Guarantee and Indemnity will be paid in full without set-off, counter-claim, condition or qualification; (v) that the bankruptcy, winding up, insolvency and/or liquidation, death, insanity, disability, lack of capacity, improper execution of this Guarantee and Indemnity or determination of liability of any one of the Guarantors or for any other reason: (I) will not prejudice or affect the liability of the other persons constituting the Guarantor under this Guarantee and Indemnity; and (II) will be binding and operative until discharged by the performance by the other persons constituting the Guarantor and payment of the Indebtedness in full;

Principal Liability. Without limiting the other limitations on liability set forth in this Article IX, ▇▇▇ ▇▇▇▇ shall not be liable for more than 70% of any indemnifiable Loss that may be recovered by the Purchaser Indemnified Parties, and ▇▇▇▇▇ ▇▇▇▇▇ shall not be liable for more than 30% of any indemnifiable Loss that may be recovered by the Purchaser Indemnified Parties.

Principal Liability. 14 5.13 Amendment............................................................................... 15