Example ContractsClausesSeveral Obligations; No Liability
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Obligations of Lenders Several. The obligations of the Lenders hereunder to make Revolving Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to [Section 11.04(c)] are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under [Section 11.04(c)] on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under [Section 11.04(c)].

Joint and Several Obligations. Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements in consideration of the financial accommodation to be provided by , , any Agent, Arranger or Lender or any Affiliate of any of the foregoing and the Hedge Banks under this Agreement, the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements, for the mutual benefit, directly and indirectly, of the other Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for such Borrower. Each Borrower jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction between them. If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. The obligations of each Borrower under the provisions of this [Section 10.20]

Except as set forth in [Section 5.23(g)] of the Permal Disclosure Schedule, no material Liability has been or is expected to be incurred by any of the Permal Entities (either directly or indirectly, including as a result of an indemnification obligation or any joint and several liability obligations) under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions under [[sections 412, 4975 or 4999of]f]f]]f]f] the Code.

Section # Joint and Several Liability. All of the Obligations and liabilities of each Borrower hereunder and under each of the other Loan Documents are and shall at all times be joint and several with the Obligations and liabilities of each other Borrower.

17.19Joint and Several Obligations. The obligations of Company Parties under this Agreement will be the joint and several obligations of each of Company and DIC. Any discretionary action that the Company Parties are authorized or permitted to take under this Agreement (e.g., exercising a termination right) may be made or taken only by Company. Whenever this Agreement requires that payments be made to Company Parties, Bank may make such payments directly to DIC and Bank will have no obligation to ensure and no liability for the correct application of such payments by Company Parties.

Each of the Parties is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Parties and in consideration of the undertakings of each of the Parties to accept joint and several liability for the obligations of each of them under the Loan Documents.

Joint and Several Liability for Obligations of the Subsidiary Borrower. Notwithstanding anything to the contrary contained herein, the Company hereby irrevocably and unconditionally retains and accepts, not merely as a surety but also as a co-debtor, joint and several liability with the Subsidiary Borrower with respect to the payment and performance of all of the Obligations of or attributable to the Subsidiary Borrower arising hereunder or under the other Loan Documents, it being the intention of the parties hereto that all of such Obligations shall be the joint and several obligations of the Company and the Subsidiary Borrower without preferences or distinction among them. Each provision hereunder or in the Loan Documents relating to the obligations or liabilities of the Subsidiary Borrower shall be deemed to include a reference to the Company, as a joint and several obligor for such obligations and liabilities, whether or not a specific reference to the Company is included therein.

No Liability; Indemnification. Neither the Board nor any Committee member, nor any Person acting at the direction of the Board or the Committee, shall be liable for any act, omission, interpretation, construction or determination made in good faith with respect to the Plan, any Award or any Award Agreement. The Company and its Affiliates shall pay or reimburse any member of the Committee, as well as any Director, Employee, or Consultant who takes action in connection with the Plan, for all expenses incurred with respect to the Plan, and, to the full extent allowable under Applicable Law, shall indemnify each and every one of them for any claims, liabilities, and costs (including reasonable attorneys’ fees) arising out of their good faith performance of duties under the Plan. The Company and its Affiliates may obtain liability insurance for this purpose.

No Company Liability. All RSUs and any Dividend Equivalents granted hereunder are intended to be compliant with Code Section 409A, and this Agreement and the Plan shall be interpreted, construed and operated to reflect this intent. Notwithstanding the foregoing, this Agreement and the Plan may be amended at any time, without the consent of any party, to the extent that is necessary or desirable to satisfy any of the requirements under Code Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary based on matters covered by Code Section 409A, including the tax treatment of any amount paid or RSUs and any Dividend Equivalents granted under this Agreement, and neither the Company nor any of its Subsidiaries shall under any circumstances have any liability to the Grantee or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Code Section 409A.

NO PERSONAL LIABILITY. Director agrees that no director, officer, employee, representative or agent of the Corporation shall be personally liable for the satisfaction of the Corporation’s obligations under this Agreement, and Director shall look solely to the assets of the Corporation and any director and officer insurance referred to in [Section 2] hereof for satisfaction of any claims hereunder.

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