Joint and several liability is a legal concept in contract law whereby all parties involved are individually responsible for the full obligation or debt, allowing the claimant to pursue any one party or all parties for the entire amount due. This clause ensures that if one party is unable to fulfill their portion, the remaining parties must cover the shortfall, providing greater security for the claimant.
In order to ensure the Borrower performs all the obligations under the Loan Agreement, the Guarantor agrees to act as a guarantor of the Borrower and provide a joint and several liability guarantee to the Creditor.
12S. Concerning Joint and Several Liability of the Company and the LLC Series. (a)Each of the Company, Series R, Series T, Series M, and each LLC Series which hereafter may execute and deliver a Series Joinder Agreement pursuant to the requirements of paragraph 5G(ii) is accepting joint and several liability hereunder and in respect of the Notes in consideration of the financial accommodations provided and to be provided by the holders of the Notes, for the mutual benefit, directly and indirectly, of each of the Co-Issuers and in consideration of the undertakings of each of the other Co-Issuers to accept joint and several liability for the obligations of each of them.
6. Joint and Several. (a) Joint and Several Liability. TVP and TVC have joint and several liability for the obligations to Northpoint under this Agreement (“Obligations”), and TVP and TVC represent and warrant that they are affiliates of each other and expect to directly or indirectly benefit from this Agreement. TVP and TVC acknowledge and agree that their joint and several liability for the Obligations and the waivers set forth in this Section 6 are material inducements to Northpoint Commercial Finance entering into this Agreement. (b) Join and Several Surety Waivers. TVP and TVC will not be released from their joint and several liability for the Obligations for any reason, nor shall their joint and several liability for the Obligations be reduced. diminished or discharged for any reason, including without limitation (a) any modification, waiver, or release of, or any indulgences granted by Northpoint with respect to, the Obligations, (b) any failure of Northpoint to timely enforce any right or remedy available to Northpoint in connection with the Obligations, (c) the invalidity of any agreement forming a part of the Obligations, (d) any other action that may increase TVP’s or TVC’s risk or expose either to greater liability, or (e) any other circumstance which might otherwise relieve TVP or TVC of their obligations under this Section 6. TVC and TVP waive: (i) any right to require Northpoint to proceed against TVP or TVC or to pursue any other remedy prior to exercising Northpoint’s rights under this Section 6, (ii) notice of the non-performance of any Obligations or the amount of the Obligations outstanding at any time, (iii) demand and presentation for payment, (iv) protest and notice of protest and diligence of bringing suit, (v) all notices to which TVP or TVC might otherwise be entitled by law, other than as may be expressly set forth herein; (vi) any defenses based on suretyship or impairment of the collateral or the like; and (vii) any other defense to the payment and performance of TVP’s or TVC’s obligations under this Section 6. Nothing shall discharge or satisfy the liability of TVP or TVC under this Section 6 except the full performance and payment of the Obligations. Northpoint is not obligated to marshal any assets in favor of TVP or TVC.
The guarantee under the Contract shall be in the form of a joint and several liability guarantee. Where the debtor fails to repay the loan and interest at the expiration of the loan term, Party A shall assume the guarantee liability with all the property as prescribed herein. If there are multiple guarantors hereunder, all guarantors will jointly assume joint and several liability to the creditors until all debts are fully paid off.
2. Joint and Several Liability. (a) Each of the Guarantors is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Holders under the Transaction Documents, for the mutual benefit, directly and indirectly, of each of the Note Parties and other Guarantors (if any) and in consideration of the undertakings of each of the Guarantors to accept joint and several liability for the obligations of each of the Note Parties. (b) Each of the Guarantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-obligor, joint and several liability with the other Guarantors with respect to the payment and performance of all of the Guaranteed Obligations, it being the intention of the parties hereto that all the Guaranteed Obligations shall be the joint and several obligations of the Guarantors without preferences or distinction among them. (c) If and to the extent that any of the Note Parties or Guarantors shall fail to make any payment with respect to any of the Guaranteed Obligations as and when due or to perform any of the Guaranteed Obligations in accordance with the terms thereof, then in each such event, the other Guarantors will make such payment with respect to, or perform, such Guaranteed Obligation.
Article 2 Guarantee Mode The guarantee under the Contract shall be in the form of a joint and several liability guarantee. Where the debtor fails to repay the loan and interest at the expiration of the loan term, Party A shall assume the guarantee liability with all the property as prescribed herein. If there are multiple guarantors hereunder, all guarantors will jointly assume joint and several liability to the creditors until all debts are fully paid off.
Shenzhen Feishang Investment Co., Limited (“the Guarantor”) voluntarily assumes joint and several liability for the repayment of the principal and interest of the Guaranteed in the Loan Agreement and promises to be jointly and severally liable for the repayment if the Guaranteed makes any breach of the Loan Agreement.
Joint and several liability In June 2015, the Personal & Corporate Banking and Wealth Management businesses booked in Switzerland were transferred from UBS AG to UBS Switzerland AG through an asset transfer in accordance with the Swiss Merger Act. Under the Swiss Merger Act, UBS AG assumed joint liability for obligations existing on the asset transfer date, 14 June 2015, which were transferred to UBS Switzerland AG. Similarly under the terms of the asset transfer agreement, UBS Switzerland AG assumed joint liability for approximately CHF 325 billion of contractual obligations of UBS AG existing on the asset transfer date, excluding the collateralized portion of secured contractual obligations and covered bonds. UBS Switzerland AG has no liability for new obligations incurred by UBS AG after the asset transfer date. The joint liability amount declines as obligations mature, terminate or are novated following the asset transfer date. As of 30 June 2020, the joint liability of UBS Switzerland AG for contractual obligations of UBS AG amounted to approximately CHF 11 billion compared with CHF 17 billion as of 31 December 2019. Under certain circumstances, the Swiss Banking Act and the Bank Insolvency Ordinance of FINMA authorize FINMA to modify, extinguish or convert to common equity liabilities of a bank in connection with a resolution or insolvency of such bank. As of 30 June 2020, the probability of an outflow under this joint and several liability was assessed to be remote, and as a result, the table on the previous page does not include any exposure arising under this joint and several liability.
In order to guarantee the performance of the debts under the master Contract mentioned in Article 1 hereof, Party B is willing to provide Party A with a joint and several liability guarantee as the guarantor. This Contract is signed online. Party B confirms this Contract on the operation page that Party B shall be deemed to have read and agreed to all the contents of this Maximum Amount Guarantee Contract (hereinafter referred to as "this Contract") and agree to sign this Contract with electronic signature. This Contract shall come into force and be binding on both parties.
Joint and Several Liability Guarantor: Wuhan Lotus Technology Co., Ltd. (the “Lotus Technology”), a limited liability company registered and validly existing in accordance with Chinese laws, with its address at******, represented by its legal representative******. In the Agreement, the above parties are hereinafter referred to as a “Party” individually and the “Parties” collectively.
9.5 Identity transformation 9.5.1 Unless otherwise expressly required by laws or this Agreement, no LP may be transformed into a GP, and no GP may be transformed into an LP. An LP who changes to a GP shall assume unlimited joint and several liability for the debts incurred by the Partnership Enterprise during the period in which it serves as an LP. If a GP changes to an LP, it shall assume unlimited joint and several liability for the debts incurred by the Partnership Enterprise during the period in which it serves as a GP.
1. The counter-guarantor shall bear joint and several liability guaranty within the scope of guarantee. The counter-guarantor waives any right of defense as the guarantor of the counter-guarantee.
XII. - JOINT AND SEVERAL LIABILITY The obligations of Lessee arising from this lease constitute a joint and several liability for all its successors and for all persons bound to the payment and performance.
8. The guarantor shall bear joint and several liability for all the responsibilities and obligations of Party B in the “Guangzhou Housing Lease Contract”, “Lease Supplement Contract”, “Property Management Contract” and other supplementary contracts and agreements signed both parties. In the case of arrears of the lease fee or violation of the contract, the guarantor shall bear joint and several liability for indemnities.
(iii) the Company’s entering into, as intervening and consenting party and as a party having joint and several liability together with the Issuer, the Distribution Agreement (as defined below);
Article 2. Method of guarantee The guarantee provided by Party A under this Contract shall be the joint and several liability guarantee.
Joint and several liability In June 2015, the Personal & Corporate Banking and Wealth Management businesses booked in Switzerland weretransferred from UBS AG to UBS Switzerland AG through an asset transfer in accordance with the Swiss MergerAct. Under the Swiss Merger Act, UBS AG assumed joint liability for obligations existing on the asset transfer date,i.e., 14 June 2015, which were transferred to UBS Switzerland AG. Similarly, under the terms of the asset transfer agreement, UBS Switzerland AG assumed joint liability forapproximately CHF 325bn of contractual obligations of UBS AG existing on the asset transfer date, excluding thecollateralized portion of secured contractual obligations and covered bonds. UBS Switzerland AG has no liability fornew obligations incurred by UBS AG after the asset transfer date. The joint liability amount declines as obligationsmature, terminate or are novated following the asset transfer date. As of 30 June 2023, the joint liability of UBS Switzerland AG for contractual obligations of UBS AG amounted toapproximately CHF 3bn, compared with CHF 4bn as of 31 December 2022. As of 30 June 2023, the probability ofan outflow under this joint and several liability was assessed to be remote, and as a result, the balance sheet andoff-balance sheet information does not include any exposure arising under this joint and several liability.
Notwithstanding the foregoing or any provision of this Security Agreement to the contrary, the definition of Obligations shall never be deemed to include any joint and several liability of a Debtor for (or grant of a security interest by a Debtor to support, as applicable) any Excluded Swap Obligations (as hereinafter defined) for purposes of determining any obligations of a Debtor. “Excluded Swap Obligation” means, with respect to a Debtor, any Swap Obligation (as hereinafter defined) of another Debtor if, and to the extent that, all or a portion of the joint and several liability of a Debtor with respect to, or the grant by a Debtor of a security interest to secure, as applicable, such Swap Obligation is or becomes illegal under the Commodity Exchange Act (as hereinafter defined) or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of a Debtor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the joint and several liability of a Debtor, or the grant of such security interest by a Debtor, becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one Swap Obligation, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Obligations for which such joint and several liability or security interest, as applicable, is or becomes illegal or unlawful. “Swap Obligation” means, with respect to any Person, any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extension and modifications thereof and substitutions therefor) under (i) any and all Swap Agreements, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transactions. “Swap Agreement” means any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
4. NO JOINT AND SEVERAL LIABILITY No obligation entered into by the Lenders under this Agreement shall be construed as a joint and several liability of the Lenders and the Lenders explicitly waive any joint and several liability (Ausschluss der Solidarhaftung). Each Lender shall only be liable to contribute to the payment of its Loan in proportion as set forth in Section 2 above. No Lender will be liable for any obligation of another Lender. Each Lender shall accordingly be solely and independently responsible for its own obligations under this Agreement.
Note 7 — Consolidated Obligations Consolidated obligations, consisting of bonds and discount notes, are jointly issued by the Federal Home Loan Banks (FHLBanks) through the Office of Finance, which serves as the FHLBanks’ agent. As provided by the Federal Home Loan Bank Act of 1932, as amended (FHLBank Act) or by regulations governing the operations of the FHLBanks, all FHLBanks have joint and several liability for all FHLBank consolidated obligations. For a discussion of the joint and several liability regulation, see “Item 8. Financial Statements and Supplementary Data – Note 15 – Commitments and Contingencies” in the Bank’s 2023 Form 10-K. In connection with each issuance of consolidated obligations, each FHLBank specifies the type, term, and amount of debt it requests to have issued on its behalf. The Office of Finance tracks the amount of debt issued on behalf of each FHLBank. In addition, the Bank separately tracks and records as a liability its specific portion of the consolidated obligations issued and is the primary obligor for that portion of the consolidated obligations issued. The Finance Agency and the U.S. Secretary of the Treasury have oversight over the issuance of FHLBank debt through the Office of Finance.
Joint and several liability is a legal doctrine that allows a plaintiff to recover the full amount of damages from any one of multiple defendants, regardless of their individual share of the liability. In other words, each defendant can be held responsible for the entire obligation, and it is up to them to sort out their respective shares among themselves.
Joint and several liability is typically used in situations involving multiple parties who share responsibility for a particular obligation or harm. It is most commonly applied in the following scenarios:
When drafting a contract or legal document that involves joint and several liability, it’s essential to include clear language that specifies the parties’ obligations. Here is an example clause:
“Each of the undersigned parties agrees to be jointly and severally liable for the obligations and liabilities arising under this agreement, meaning that each party is individually responsible for the entire amount, as well as jointly with the other parties.”
This ensures that all parties understand that they can be held responsible for the entire obligation if the other parties fail to fulfill their parts.
Joint and several liability is commonly found in the following types of contracts:
Including a joint and several liability clause in these contracts helps provide assurance to creditors or individuals seeking to enforce the agreement, as they can hold any one party fully accountable if necessary.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A "Jurisdiction and Venue" clause specifies the particular court and location where any disputes related to the contract will be resolved. This clause helps provide clarity and predictability for the parties involved, ensuring that legal proceedings occur in a mutually agreed-upon and convenient forum.
Landlord indemnification is a contractual provision where the tenant agrees to hold the landlord harmless from any liabilities, losses, or damages arising from the tenant's actions or negligence on the property. This clause is designed to protect the landlord from legal and financial repercussions, shifting the responsibility to the tenant for any claims related to their occupancy.
A Late Payment Penalty clause stipulates that if a payment is not made by its due date, the party responsible for the payment will incur an additional fee or penalty. This clause incentivizes timely payments and compensates the payee for any inconvenience or financial impact caused by the delay.
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