Absolute and Unconditional Guaranty. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guaranty, and all dealings between Sellers, on the one hand, and Buyer or Guarantor, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. The liability of Guarantor under its Guaranty shall, to the fullest extent permitted under applicable law, be absolute and, except as set forth in Section 10.1(b) (Guaranty of Payment Performance) and the last paragraph of this Section 10.2, unconditional irrespective of: (a) the illegality of the Guaranty; (b) the validity or genuineness of this Agreement with respect to the Guaranteed Person; (c) the enforceability of this ARTICLE 10 against the Guaranteed Person and/or enforceability of this Agreement against Guarantor; (d) any release or discharge of any obligation of the Guaranteed Person under this Agreement resulting from any change in the corporate existence, structure or ownership of the Guaranteed Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Guaranteed Person or any of its assets; (e) any change in the corporate existence, structure or ownership of the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement; (f) any waiver of any event of default, extension of time or failure to enforce any of the Guaranteed Obligations; (g) any extension, moratorium or other relief granted to the Guaranteed Person or Guarantor pursuant to any applicable law or statute; (h) the addition, substitution or release of any Person interested in the transactions contemplated by this Agreement; (i) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Guarantor, the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement; (j) any amendment or modification of this Agreement, or change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of this Agreement or the documents entered into in connection herewith; (k) the existence of any claim, setoff or other right that Guarantor may have at any time against the Guaranteed Person, whether in connection with any Guaranteed Obligation or otherwise; or (l) any other act or omission relating to the Guaranty that may or might in any manner or to any extent vary the risk of Guarantor. or otherwise operate as a discharge of Guarantor as a matter of applicable Law or equity. Guarantor agrees, provided that a Guaranteed Obligation remains unpaid or unperformed for any reason ten (10) Business Days after Sellers have made a written demand for payment or performance against a Guaranteed Person with respect to such Guaranteed Obligation, the obligations of Guarantor under this Guaranty shall be unconditional, but subject to all defenses that any Guaranteed Person may have under this Agreement.
Appears in 1 contract
Absolute and Unconditional Guaranty. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guaranty, and all dealings between Sellers, on the one hand, and Buyer or Guarantor, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. The liability of Guarantor under its This Guaranty shall, to the fullest extent permitted under applicable law, be absolute and, except as set forth in Section 10.1(b) (Guaranty of Payment Performance) and the last paragraph of this Section 10.2, unconditional irrespective of:
(a) the illegality ----------------------------------- obligations of the Guaranty;
Guarantor hereunder are not subject to any reduction, limitation, impairment, discharge or termination for any reason (b) other than the validity or genuineness complete performance and the payment in full of this Agreement with respect to the Guaranteed Person;
(c) Guarantied Obligations), including the enforceability of this ARTICLE 10 against the Guaranteed Person and/or enforceability of this Agreement against Guarantor;
(d) any release or discharge occurrence of any obligation one or more of the Guaranteed Person under this Agreement resulting from any change in following, whether or not the corporate existence, structure Guarantor shall have had notice or ownership knowledge of the Guaranteed Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Guaranteed Person or any of its assets;
(e) any change in the corporate existence, structure or ownership of the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(f) any waiver of any event of default, extension of time or failure to enforce any of the Guaranteed Obligations;
(g) any extension, moratorium or other relief granted to the Guaranteed Person or Guarantor pursuant to any applicable law or statute;
(h) the addition, substitution or release of any Person interested in the transactions contemplated by this Agreement;them:
(i) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Guarantor, the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(j) any amendment or modification of this Agreement, or change in the manner, place or terms of payment (including the currency thereof) of any of the Guarantied Obligations;
(ii) any settlement, compromise, release or performancedischarge of, or acceptance or refusal of any change offer of performance with respect to, or extension substitutions for, the Guarantied Obligations or any agreement relating thereto or any subordination of the time payment of the Guarantied Obligations to the payment of any other obligations;
(iii) any rescission, waiver, extension, renewal, alteration, amendment or performance modification of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to departure from, any departure from of the terms or provisions (including provisions relating to Events of this Agreement Default) of the Guarantied Obligations or any agreement relating thereto, or any other guaranties or security for the documents entered into Guarantied Obligations, in connection herewitheach case whether or not in accordance with the terms thereof;
(kiv) the existence of Guarantied Obligations, this Guaranty or any claim, setoff or other right that Guarantor may have agreement relating thereto at any time against being found to be illegal, invalid or unenforceable in any respect or any provision of applicable law or regulation purporting to prohibit the Guaranteed Personpayment by the Borrower of any of the Guarantied Obligations;
(v) any request or acceptance of other guaranties of the Guarantied Obligations or the taking and holding of any security for the payment of the Guarantied Obligations, this Guaranty, or any other guaranty of the Guarantied Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof;
(vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations; or any enforcement and application of any security now or hereafter held by the Beneficiary in respect of this Guaranty or the Guarantied Obligations and any direction of the order or manner of sale thereof, or the exercise of any other right or remedy that the Beneficiary may have with respect to any such security, as the Beneficiary in its sole discretion may determine, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales;
(vii) any failure or omission to exercise, assert or enforce, or any agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranties of or any security for the payment of the Guarantied Obligations;
(viii) any change in, or reorganization of, the corporate structure of the Borrower or any of its Subsidiaries or any dissolution, termination, consolidation or merger or sale or other disposition, whether or not for fair consideration, of all or substantially all of the assets of any of the foregoing or any consent of the Beneficiary thereto or to any restructuring of the Guarantied Obligations;
(ix) the election by the Beneficiary in connection any proceeding instituted under the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or the disallowance under Section 502 of the Bankruptcy Code of all or any portion of the claims of the Beneficiary for repayment of the Guarantied Obligations;
(x) any name change or merger, consolidation or other business combination (including the Merger) involving or with any Guaranteed Obligation or otherwiserespect to the Borrower; or
(lxi) any other act or omission relating thing or omission, or delay to the Guaranty that do any other act or thing, which may or might in any manner or to any extent vary the risk of Guarantor. or otherwise operate as a discharge of the Guarantor as a matter an obligor in respect of applicable Law or equity. Guarantor agrees, provided that a Guaranteed Obligation remains unpaid or unperformed for any reason ten (10) Business Days after Sellers have made a written demand for payment or performance against a Guaranteed Person with respect to such Guaranteed Obligation, the obligations of Guarantor under this Guaranty shall be unconditional, but subject to all defenses that any Guaranteed Person may have under this AgreementGuarantied Obligations.
Appears in 1 contract
Absolute and Unconditional Guaranty. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guaranty, and all dealings between Sellers, on the one hand, and Buyer or Guarantor, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. (a) The liability of each Guarantor under its Seller Guaranty shall, to the fullest extent permitted under applicable lawby Applicable Law, be absolute and, except as set forth in Section 10.1(b) (Guaranty of Payment Performance) and the last paragraph of this Section 10.210.1, unconditional unconditional, irrespective of:
(ai) the illegality of the applicable Seller Guaranty;
(bii) the validity or genuineness of this Agreement with respect to the Guaranteed Personany Moneda Shareholder;
(ciii) the enforceability of this ARTICLE Article 10 against any Moneda Shareholder and the Guaranteed Person and/or enforceability of this Agreement against Guarantor;
(div) any release or discharge of any obligation of the a Guaranteed Person Moneda Shareholder under this Agreement resulting from any change in the corporate existence, structure or ownership of the such Guaranteed PersonMoneda Shareholder, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Guaranteed Person Moneda Shareholder or any of its assets;
(e) any change in the corporate existence, structure or ownership of the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(f) any waiver of any event of default, extension of time or failure to enforce any of the Guaranteed Obligations;
(g) any extension, moratorium or other relief granted to the Guaranteed Person or Guarantor pursuant to any applicable law or statute;
(h) the addition, substitution or release of any Person interested in the transactions contemplated by this Agreement;
(i) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Guarantor, the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(jv) any amendment or modification of this Agreement, Agreement or change in the manner, place or terms of payment or performance, performance or any change or extension of the time of payment or performance of, renewal or alteration of, of any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of this Agreement or the documents entered into in connection herewith; provided, for the avoidance of doubt, that in such case, the amended terms of the relevant Guaranteed Obligations shall apply with respect to the Guaranteed Moneda Shareholders obligations hereunder;
(kvi) the existence of any claim, setoff or other right that the applicable Guarantor may have at any time against the its Guaranteed PersonMoneda Shareholder, whether in connection with any Guaranteed Obligation or otherwise; or
(lvii) any other act or omission relating to the Seller Guaranty that may or might in any manner or to any extent vary the risk of Guarantor. the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of applicable Applicable Law or equity. Guarantor agrees.
(b) Notwithstanding anything to the contrary contained in this Article 10, provided each of PIL and PIL Uruguay agrees that to the extent a Guaranteed Obligation remains unpaid Moneda Shareholder makes, or unperformed for any reason ten (10) Business Days after Sellers have made a written demand for is otherwise relieved of, its payment or performance against a Guaranteed Person with respect to such Guaranteed Obligation, the obligations of Guarantor under this Guaranty shall be unconditional, but subject to all defenses that any Guaranteed Person may have under this Agreement, its Guarantor shall be similarly relieved of its corresponding Guaranteed Obligations under its Seller Guaranty in respect of such relieved or paid obligations.
Appears in 1 contract
Absolute and Unconditional Guaranty. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guaranty, and all dealings between Sellers, on the one hand, and Buyer or Guarantor, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. The liability of Guarantor under its This Guaranty shall, to the fullest extent permitted under applicable law, be absolute and, except as set forth in Section 10.1(b) (Guaranty of Payment Performance) and the last paragraph of this Section 10.2, unconditional irrespective of:
(a) the illegality ----------------------------------- obligations of the Guaranty;
Guarantor hereunder are not subject to any reduction, limitation, impairment, discharge or termination for any reason (b) other than the validity or genuineness complete performance and the indefeasible payment in full of this Agreement with respect to the Guaranteed Person;
(c) Guarantied Obligations), including the enforceability of this ARTICLE 10 against the Guaranteed Person and/or enforceability of this Agreement against Guarantor;
(d) any release or discharge occurrence of any obligation one or more of the Guaranteed Person under this Agreement resulting from any change in following, whether or not the corporate existence, structure Guarantor shall have had notice or ownership knowledge of the Guaranteed Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Guaranteed Person or any of its assets;
(e) any change in the corporate existence, structure or ownership of the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(f) any waiver of any event of default, extension of time or failure to enforce any of the Guaranteed Obligations;
(g) any extension, moratorium or other relief granted to the Guaranteed Person or Guarantor pursuant to any applicable law or statute;
(h) the addition, substitution or release of any Person interested in the transactions contemplated by this Agreement;them:
(i) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Guarantor, the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(j) any amendment or modification of this Agreement, or change in the manner, place or terms of payment (including the currency thereof) of any of the Guarantied Obligations;
(ii) any settlement, compromise, release or performancedischarge of, or acceptance or refusal of any change offer of performance with respect to, or extension substitutions for, the Guarantied Obligations or any agreement relating thereto or any subordination of the time payment of the Guarantied Obligations to the payment of any other obligations;
(iii) any rescission, waiver, extension, renewal, alteration, amendment or performance modification of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to departure from, any departure from of the terms or provisions (including provisions relating to Events of this Agreement Default) of the Guarantied Obligations or any agreement relating thereto, or any other guaranties or security for the documents entered into Guarantied Obligations, in connection herewitheach case whether or not in accordance with the terms thereof;
(kiv) the existence of Guarantied Obligations, this Guaranty or any claim, setoff or other right that Guarantor may have agreement relating thereto at any time against being found to be illegal, invalid or unenforceable in any respect or any provision of applicable law or regulation purporting to prohibit the Guaranteed Personpayment by the Borrower of any of the Guarantied Obligations;
(v) any request or acceptance of other guaranties of the Guarantied Obligations or the taking and holding of any security for the payment of the Guarantied Obligations, this Guaranty, or any other guaranty of the Guarantied Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof;
(vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations; or any enforcement and application of any security now or hereafter held by the Beneficiary in respect of this Guaranty or the Guarantied Obligations and any direction of the order or manner of sale thereof, or the exercise of any other right or remedy that the Beneficiary may have with respect to any such security, as the Beneficiary in its sole discretion may determine, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales;
(vii) any failure or omission to exercise, assert or enforce, or any agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranties of or any security for the payment of the Guarantied Obligations;
(viii) any change in, or reorganization of, the corporate structure of the Borrower or any of its Subsidiaries or any dissolution, termination, consolidation or merger or sale or other disposition, whether or not for fair consideration, of all or substantially all of the assets of any of the foregoing or any consent of the Beneficiary thereto or to any restructuring of the Guarantied Obligations;
(ix) the election by the Beneficiary in connection any proceeding instituted under the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or the disallowance under Section 502 of the Bankruptcy Code of all or any portion of the claims of the Beneficiary for repayment of the Guarantied Obligations;
(x) any name change or merger, consolidation or other business combination (including the Merger) involving or with any Guaranteed Obligation respect to the Borrower or otherwisethe Guarantor; or
(lxi) any other act or omission relating thing or omission, or delay to the Guaranty that do any other act or thing, which may or might in any manner or to any extent vary the risk of Guarantor. or otherwise operate as a discharge of the Guarantor as a matter an obligor in respect of applicable Law or equity. Guarantor agrees, provided that a Guaranteed Obligation remains unpaid or unperformed for any reason ten (10) Business Days after Sellers have made a written demand for payment or performance against a Guaranteed Person with respect to such Guaranteed Obligation, the obligations of Guarantor under this Guaranty shall be unconditional, but subject to all defenses that any Guaranteed Person may have under this AgreementGuarantied Obligations.
Appears in 1 contract
Absolute and Unconditional Guaranty. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon obligations of the Guaranty, and all dealings between Sellers, on the one hand, and Buyer or Guarantor, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. The liability of Guarantor under its this Guaranty shallare not subject to any reduction, to limitation, impairment, discharge or termination for any reason (other than the fullest extent permitted under applicable law, be absolute and, except as set forth complete indefeasible payment in Section 10.1(b) (Guaranty of Payment Performance) and the last paragraph of this Section 10.2, unconditional irrespective of:
(a) the illegality of the Guaranty;
(b) the validity or genuineness of this Agreement with respect to the Guaranteed Person;
(c) the enforceability of this ARTICLE 10 against the Guaranteed Person and/or enforceability of this Agreement against Guarantor;
(d) any release or discharge of any obligation of the Guaranteed Person under this Agreement resulting from any change in the corporate existence, structure or ownership of the Guaranteed Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Guaranteed Person or any of its assets;
(e) any change in the corporate existence, structure or ownership of the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(f) any waiver of any event of default, extension of time or failure to enforce any full of the Guaranteed Obligations;
(g) any extension), moratorium or other relief granted to including, without limitation, the Guaranteed Person or Guarantor pursuant to any applicable law or statute;
(h) the addition, substitution or release occurrence of any Person interested in one or more of the transactions contemplated by this Agreement;following, whether or not the Guarantor shall have had notice or knowledge of any of them:
(i) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Guarantor, the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(j) any amendment or modification of this Agreement, or change in the manner, place or terms of payment (including the currency thereof) of any of the Guaranteed Obligations;
(ii) any settlement, compromise, release or performancedischarge of, or acceptance or refusal of any change offer of performance with respect to, or extension substitutions for, the Guaranteed Obligations or any agreement relating thereto or any subordination of the time payment of the Guaranteed Obligations to the payment of any other obligations;
(iii) any rescission, waiver, extension, renewal, alteration, amendment or performance modification of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to departure from, any departure from of the terms or provisions (including without limitation provisions relating to Events of this Agreement Default) of the Guaranteed Obligations or any agreement relating thereto, or any other guaranties or security for the documents entered into Guaranteed Obligations, in connection herewitheach case whether or not in accordance with the terms thereof;
(kiv) the existence Guaranteed Obligations, the obligations of the Guarantor under this Guaranty, any claimother agreement relating thereto, setoff or other right that Guarantor may have any Program Document at any time against being found to be illegal, invalid or unenforceable in any respect or any provision of applicable law or regulation purporting to prohibit the payment by a Seller of any of the Guaranteed PersonObligations;
(v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking and holding of any security for the payment of the Guaranteed Obligations, the obligations of the Guarantor under this Guaranty, or any other guaranty of the Guaranteed Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof;
(vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; or any enforcement and application of any security now or hereafter held by the Buyer in respect of the obligations of the Guarantor under this Guaranty, or the Guaranteed Obligations and any direction of the order or manner of sale thereof, or the exercise of any other right or remedy that the Buyer may have with respect to any such security, as the Buyer in its sole discretion may determine, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales;
(vii) any failure or omission to exercise, assert or enforce, or any agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Program Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranties of or any security for the payment of the Guaranteed Obligations;
(viii) any change in or reorganization of the organizational or corporate structure of a Seller or any dissolution, termination, consolidation or merger or sale or other disposition, whether or not for fair consideration, of all or substantially all of the assets of any of the foregoing or any consent of the Buyer thereto or to any restructuring of the Guaranteed Obligations;
(ix) the election by the Buyer in connection with any proceeding instituted under the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by a Seller, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or the disallowance under Section 502 of the Bankruptcy Code of all or any portion of the claims of the Buyer for repayment of the Guaranteed Obligation or otherwiseObligations; or
(lx) any other act or omission relating thing or omission, or delay to the Guaranty that do any other act or thing, which may or might in any manner or to any extent vary the risk of Guarantor. or otherwise operate as a discharge of the Guarantor as a matter an obligor in respect of applicable Law or equity. Guarantor agrees, provided that a the Guaranteed Obligation remains unpaid or unperformed for any reason ten (10) Business Days after Sellers have made a written demand for payment or performance against a Guaranteed Person with respect to such Guaranteed Obligation, the obligations of Guarantor under this Guaranty shall be unconditional, but subject to all defenses that any Guaranteed Person may have under this AgreementObligations.
Appears in 1 contract
Absolute and Unconditional Guaranty. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon This Guaranty and the Guaranty, and all dealings between Sellers, on the one hand, and Buyer or Guarantor, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. The liability obligations of Guarantor under its Guaranty shallhereunder are not subject to any reduction, to limitation, impairment, discharge or termination for any reason (other than the fullest extent permitted under applicable law, be absolute and, except as set forth in Section 10.1(b) (Guaranty of Payment Performance) complete performance and the last paragraph indefeasible payment in full of this Section 10.2the Guaranteed Obligations), unconditional irrespective ofincluding, without limitation, the occurrence of any one or more of the following, whether or not the Guarantor shall have had notice or knowledge of any of them:
(a) the illegality of the Guaranty;
(b) the validity or genuineness of this Agreement with respect to the Guaranteed Person;
(c) the enforceability of this ARTICLE 10 against the Guaranteed Person and/or enforceability of this Agreement against Guarantor;
(d) any release or discharge of any obligation of the Guaranteed Person under this Agreement resulting from any change in the corporate existence, structure or ownership of the Guaranteed Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Guaranteed Person or any of its assets;
(e) any change in the corporate existence, structure or ownership of the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(f) any waiver of any event of default, extension of time or failure to enforce any of the Guaranteed Obligations;
(g) any extension, moratorium or other relief granted to the Guaranteed Person or Guarantor pursuant to any applicable law or statute;
(h) the addition, substitution or release of any Person interested in the transactions contemplated by this Agreement;
(i) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Guarantor, the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(j) any amendment or modification of this Agreement, or change in the manner, place or terms of payment (including the currency thereof) of any of the Guaranteed Obligations;
(b) any settlement, compromise, release or performancedischarge of, or acceptance or refusal of any change offer of performance with respect to, or extension substitutions for, the Guaranteed Obligations or any agreement relating thereto or any subordination of the time payment of the Guaranteed Obligations to the payment of any other obligations;
(c) any rescission, waiver, extension, renewal, alteration, amendment or performance modification of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to departure from, any departure from of the terms or provisions (including without limitation provisions relating to Events of this Default under the Purchase Agreement or the documents entered into Collateral Agreement) of the Guaranteed Obligations or any agreement relating thereto, or any other guaranties or security for the Guaranteed Obligations, in connection herewitheach case whether or not in accordance with the terms thereof;
(kd) any request or acceptance of other guaranties of the existence Guaranteed Obligations or the taking and holding of any claimsecurity for the payment of the Guaranteed Obligations, setoff this Guaranty, or any other guaranty of the Guaranteed Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, recision or subordination thereof;
(e) any change in or reorganization of the corporate structure of the Company or any of its subsidiaries or any dissolution, termination, consolidation or merger or sale or other right that Guarantor may have at any time against the Guaranteed Persondisposition, whether in connection with or not for fair consideration, of all or substantially all of the assets of any Guaranteed Obligation or otherwise; or
(l) any other act or omission relating to of the Guaranty that may or might in any manner foregoing or to any extent vary restructuring of the risk of Guarantor. or otherwise operate as a discharge of Guarantor as a matter of applicable Law or equity. Guarantor agrees, provided that a Guaranteed Obligation remains unpaid or unperformed for any reason ten (10) Business Days after Sellers have made a written demand for payment or performance against a Guaranteed Person with respect to such Guaranteed Obligation, the obligations of Guarantor under this Guaranty shall be unconditional, but subject to all defenses that any Guaranteed Person may have under this Agreement.Obligations; or
Appears in 1 contract
Absolute and Unconditional Guaranty. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guaranty, and all dealings between Sellers, on the one hand, and Buyer or Guarantor, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. (a) The liability of each Guarantor under its Guaranty shallhereunder is primary, absolute, and unconditional, and is independent of any security for or other guaranty of the Guarantied Obligations, whether executed by any other Guarantor or by any other Person, and the liability of each Guarantor hereunder shall not be affected or impaired by (i) any payment on, or in reduction of, any such other guaranty or undertaking, (ii) any dissolution, termination, or increase, decrease, or change in personnel by any Borrower, any other Guarantor or any other Person, (iii) any payment made to Lender on account of the Guarantied Obligations which Lender repays to any Borrower, any other Guarantor or any other Person pursuant to any court order in any Insolvency Proceeding (or any settlement or compromise of any claim made in such a proceeding relating to such payment), and each Guarantor waives any right to the fullest extent permitted under applicable lawdeferral or modification of its obligations hereunder by reason of any such proceeding, be absolute and(iv) any action or inaction by L▇▇▇▇▇, except as set forth in Section 10.1(bor (v) (Guaranty any invalidity, irregularity, avoidability, or unenforceability of Payment Performance) and the last paragraph of this Section 10.2, unconditional irrespective of:
(a) the illegality all or any part of the Guaranty;Guarantied Obligations or of any security therefor.
(b) the validity or genuineness of this Agreement with respect to the Guaranteed Person;
(c) the enforceability of this ARTICLE 10 against the Guaranteed Person and/or enforceability of this Agreement against Guarantor;
(d) This Guaranty includes all present and future Guarantied Obligations including any release or discharge of any obligation of the Guaranteed Person under this Agreement resulting from any change in the corporate existencetransactions continuing, structure or ownership of the Guaranteed Personcompromising, extending, increasing, modifying, releasing, or renewing any insolvencyGuarantied Obligations, bankruptcychanging the interest rate, reorganization payment terms, or other similar proceeding affecting the Guaranteed Person or any of its assets;
(e) any change in the corporate existence, structure or ownership of the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(f) any waiver of any event of default, extension of time or failure to enforce any of the Guaranteed Obligations;
(g) any extension, moratorium or other relief granted to the Guaranteed Person or Guarantor pursuant to any applicable law or statute;
(h) the addition, substitution or release of any Person interested in the transactions contemplated by this Agreement;
(i) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Guarantor, the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(j) any amendment or modification of this Agreement, or change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect and conditions thereof, or any amendment creating new or waiver of additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or any consent to any departure from the terms of this Agreement or the documents entered into in connection herewith;
(k) the existence of any claim, setoff or other right that Guarantor may have at any time against the Guaranteed Person, whether in connection with any Guaranteed Obligation or otherwise; or
(l) any other act or omission relating to the Guaranty that may or might in any manner or to any extent vary the risk of Guarantor. or otherwise operate as a discharge of Guarantor as a matter of applicable Law or equity. Guarantor agrees, provided that a Guaranteed Obligation remains unpaid or unperformed for any reason ten (10) Business Days after Sellers have made a written demand for payment or performance against a Guaranteed Person with respect to such Guaranteed Obligation, the obligations of Guarantor under this Guaranty shall be unconditional, but subject to all defenses that any Guaranteed Person may have under this Agreementpart.
Appears in 1 contract
Sources: Guaranty (Innodata Inc)
Absolute and Unconditional Guaranty. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guaranty, and all dealings between Sellers, on the one hand, and Buyer or Guarantor, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. (a) The liability of each Guarantor under its Guaranty shall, to the fullest extent permitted under applicable lawLaw, be absolute andfull, except as set forth in Section 10.1(b) (Guaranty of Payment Performance) and the last paragraph of this Section 10.2irrevocable, absolute, unconditional and irrespective of:
(ai) the illegality of the this Agreement or any Guaranty;
(bii) the validity value, validity, regularity or genuineness of this Agreement with respect to the Guaranteed PersonSeller or Buyer, as applicable;
(ciii) the enforceability of this ARTICLE 10 Article 11 against the Guaranteed Person and/or enforceability of this Agreement against Seller, Buyer and any Guarantor;
(div) any release release, waiver, forbearance or discharge discharge, in whole or in part, of any obligation of the Guaranteed Person Seller or Buyer under this Agreement (other than to the extent resulting from any change in the corporate existence, structure payment or ownership performance of the Guaranteed PersonSeller Obligations or Buyer Obligations in accordance with their terms), or any insolvency, bankruptcy, reorganization reorganization, liquidation or other similar proceeding affecting the Guaranteed Person Seller, Buyer or any of its their assets;
(ev) any change in the corporate existence, structure or ownership of the Guaranteed Person Seller or any other Person interested in the transactions contemplated by this AgreementBuyer;
(fvi) any compromise, amendment, waiver of any event of default, extension of time or failure to enforce any of the Guaranteed Obligations;
(g) any extension, moratorium or other relief granted to the Guaranteed Person or Guarantor pursuant to any applicable law or statute;
(h) the addition, substitution or release of any Person interested in the transactions contemplated by this Agreement;
(i) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Guarantor, the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(j) any amendment or modification of this AgreementAgreement (in accordance with its terms), or any change in the manner, place or terms of payment or performanceperformance of, or any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligationof the Seller Obligations or Buyer Obligations, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of this Agreement or the other documents entered into in connection herewiththerewith (including the Ancillary Agreements) in accordance with their terms;
(kvii) the existence of any claim, setoff set-off or other right that any Guarantor may have at any time against the Guaranteed PersonBuyer or Seller, whether in connection with any Guaranteed Obligation the Seller Obligations, Buyer Obligations or otherwise;
(viii) the failure of Buyer or Seller to assert any claim or demand or enforce any right or remedy against Seller, Buyer or any other Person primarily or secondarily liable with respect to the Seller Obligations or Buyer Obligations, as applicable, (including in the event any Person becomes subject to a bankruptcy, reorganization, insolvency, liquidation or similar proceeding);
(ix) the addition, substitution or release of Seller , Buyer or any other Person now or hereafter liable with respect to the Seller Obligations, Buyer Obligations or otherwise interested in the transactions contemplated by this Agreement (other than to the extent resulting from payment or performance of the Seller Obligations or Buyer Obligations in accordance with their terms or to the extent of any other defenses to the payment of the Seller Obligations or Buyer Obligations that are available to Seller and Buyer, respectively, under this Agreement);
(x) the adequacy of any other means Buyer or Seller may have of obtaining repayment of the Seller Obligations or the Buyer Obligation, respectively; or
(lxi) any other occurrence, circumstance, act or omission relating to the Guaranty that may or might in any manner or to any extent vary the risk of Guarantor. any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than as a result of payment or performance of the Seller Obligations or Buyer Obligations in accordance with their terms).
(b) Each Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations and Buyer Obligations and notice of or proof of reliance by Buyer and Seller upon each applicable Guaranty or acceptance of each applicable Guaranty. Without expanding the obligations of any Guarantor hereunder, the Seller Obligations and Buyer Obligation shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guaranties, and all dealings between (x) Buyer or the Seller Guarantor, on the one hand, and Seller, on the other, or (y) Seller or the Buyer Guarantor, on the one hand, and Seller, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranties.
(c) Each Guarantor expressly and irrevocably waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by Buyer or Seller, as the case may be. Each Guarantor waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice not provided for herein, all defenses which may be available by virtue of any valuation, stay, moratorium Law or equityother similar Law now or hereafter in effect, any right to require the marshalling of assets of Seller or Buyer, as applicable, or any other Person interested in the transactions contemplated by this Agreement, and all suretyship defenses generally. Each Guarantor agreeshereby unconditionally and irrevocably agrees that it shall not, provided directly or indirectly, institute any proceeding or make any claim asserting that any Guaranty is illegal, invalid or unenforceable in accordance with its terms.
(d) Buyer shall not be obligated to file any claim relating to the Seller Obligations in the event that Seller becomes subject to a Guaranteed Obligation remains unpaid bankruptcy, insolvency, reorganization or unperformed similar proceeding, and the failure of Buyer to so file shall not affect Seller Guarantor’s obligations hereunder. In the event that any payment to Buyer in respect of the Seller Obligations is rescinded or must otherwise be returned to Seller, Seller Guarantor or any other Person for any reason ten (10) Business Days after Sellers have made a written demand for payment or performance against a Guaranteed Person whatsoever, Seller Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation, Seller Obligations as if such payment had not been made.
(e) Seller shall not be obligated to file any claim relating to the obligations of Guarantor under this Guaranty shall be unconditional, but Buyer Obligations in the event that Buyer becomes subject to all defenses a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of Seller to so file shall not affect Buyer Guarantor’s obligations hereunder. In the event that any Guaranteed payment to Seller in respect of the Buyer Obligations is rescinded or must otherwise be returned to Buyer, Buyer Guarantor or any other Person may have under this Agreementfor any reason whatsoever, Buyer Guarantor shall remain liable hereunder with respect to such Buyer Obligations as if such payment had not been made.
Appears in 1 contract
Sources: Quotas Purchase Agreement (Compass Minerals International Inc)
Absolute and Unconditional Guaranty. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guaranty, and all dealings between Sellers, on the one hand, and Buyer or Guarantor, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. The liability of Guarantor under its This Guaranty shall, to the fullest extent permitted under applicable law, be absolute and, except as set forth in Section 10.1(b) (Guaranty of Payment Performance) and the last paragraph of this Section 10.2, unconditional irrespective of:
(a) the illegality obligations of the Guaranty;
Guarantors hereunder are not subject to any reduction, limitation, impairment, discharge or termination for any reason (b) other than the validity or genuineness complete performance of this Agreement with respect to payment obligations and the Guaranteed Person;
(c) the enforceability of this ARTICLE 10 against the Guaranteed Person and/or enforceability of this Agreement against Guarantor;
(d) any release or discharge of any obligation of the Guaranteed Person under this Agreement resulting from any change indefeasible payment in the corporate existence, structure or ownership of the Guaranteed Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Guaranteed Person or any of its assets;
(e) any change in the corporate existence, structure or ownership of the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(f) any waiver of any event of default, extension of time or failure to enforce any full of the Guaranteed Obligations;
(g) any extension), moratorium or other relief granted to including, without limitation, the Guaranteed Person or Guarantor pursuant to any applicable law or statute;
(h) the addition, substitution or release occurrence of any Person interested in one or more of the transactions contemplated by this Agreement;following, whether or not such Guarantors shall have had notice or knowledge of any of them:
(i) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Guarantor, the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(j) any amendment or modification of this Agreement, or change in the manner, place or terms of payment (including the currency thereof) of any of the Guaranteed Obligations;
(ii) any settlement, compromise, release or performancedischarge of, or acceptance or refusal of any change offer of performance with respect to, or extension substitutions for, the Guaranteed Obligations or any agreement relating thereto or any subordination of the time payment of the Guaranteed Obligations to the payment of any other obligations;
(iii) any rescission, waiver, extension, renewal, alteration, amendment or performance modification of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to departure from, any departure from of the terms or provisions of this Agreement the Guaranteed Obligations or any agreement relating thereto, or any other guaranties or security for the documents entered into Guaranteed Obligations, in connection herewitheach case whether or not in accordance with the terms thereof;
(kiv) the existence of Guaranteed Obligations, this Guaranty or any claim, setoff or other right that Guarantor may have agreement relating thereto at any time against being found to be illegal, invalid or unenforceable in any respect or the existence or invocation of any provision of applicable law or regulation purporting to prohibit the payment by RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, of any of the Guaranteed PersonObligations;
(v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking and holding of any security for the payment of the Guaranteed Obligations, this Guaranty, or any other guaranty of the Guaranteed Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof;
(vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; or any enforcement and application of any security now or hereafter held by the Beneficiaries in respect of this Guaranty or the Guaranteed Obligations and any direction of the order or manner of sale thereof, or the exercise of any other right or remedy that the Beneficiaries may have with respect to any such security, as the Beneficiaries in their sole discretion may determine, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales;
(vii) any failure or omission to exercise, assert or enforce, or any agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Transaction Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranties of or any security for the payment of the Guaranteed Obligations;
(viii) any change in or reorganization of the corporate structure of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two or any of their subsidiaries or any dissolution, termination, consolidation or merger or sale or other disposition, whether or not for fair consideration, of all or substantially all of the assets of any of the foregoing or any consent by each of the Beneficiaries thereto or to any restructuring of the Guaranteed Obligations;
(ix) the election by the Beneficiaries in connection with any proceeding instituted under the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or the disallowance under Section 502 of the Bankruptcy Code of all or any portion of the claims of the Beneficiaries for repayment of the Guaranteed Obligation or otherwiseObligations; or
(lx) any other act or omission relating thing or omission, or delay to the Guaranty that do any other act or thing, which may or might in any manner or to any extent vary the risk of Guarantor. or otherwise operate as a discharge of any Guarantor as a matter an obligor in respect of applicable Law or equity. Guarantor agrees, provided that a the Guaranteed Obligation remains unpaid or unperformed for any reason ten (10) Business Days after Sellers have made a written demand for payment or performance against a Guaranteed Person with respect to such Guaranteed Obligation, the obligations of Guarantor under this Guaranty shall be unconditional, but subject to all defenses that any Guaranteed Person may have under this AgreementObligations.
Appears in 1 contract
Sources: Guaranty (Triarc Companies Inc)
Absolute and Unconditional Guaranty. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guaranty, and all dealings between Sellers, on the one hand, and Buyer or Guarantor, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranty. The liability Liability of Guarantor Ralcorp under its Ralcorp Guaranty shall, to the fullest extent permitted under applicable lawLaw, be absolute and, except as set forth in Section 10.1(b12.1(b) (Guaranty of Payment PerformanceRalcorp) and the last paragraph of this Section 10.212.2, unconditional irrespective of:
(a) the illegality of the Ralcorp Guaranty;
(b) the validity or genuineness of this Agreement with respect to the Ralcorp Guaranteed Person;
(c) the enforceability of this ARTICLE 10 Article XII against the Ralcorp Guaranteed Person and/or enforceability of this Agreement against Guarantorand Ralcorp;
(d) any release or discharge of any obligation of the Ralcorp Guaranteed Person under this Agreement resulting from any change in the corporate existence, structure or ownership of the Ralcorp Guaranteed Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Ralcorp Guaranteed Person or any of its assets;
(e) any change in the corporate existence, structure or ownership of the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(f) any waiver of any event of default, extension of time or failure to enforce any of the Guaranteed Obligations;
(g) any extension, moratorium or other relief granted to the Guaranteed Person or Guarantor pursuant to any applicable law or statute;
(h) the addition, substitution or release of any Person interested in the transactions contemplated by this Agreement;
(i) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Guarantor, the Guaranteed Person or any other Person interested in the transactions contemplated by this Agreement;
(j) any amendment or modification of this Agreement, or change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, any Ralcorp Guaranteed Obligation, any escrow arrangement or other security therefor, any liability Liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of this Agreement or the documents entered into in connection herewith;
(kf) the existence of any claim, setoff or other right that Guarantor Ralcorp may have at any time against the Ralcorp Guaranteed Person, whether in connection with any Ralcorp Guaranteed Obligation or otherwise; or
(lg) any other act or omission relating to the Ralcorp Guaranty that may or might in any manner or to any extent vary the risk of Guarantor. Ralcorp or otherwise operate as a discharge of Guarantor Ralcorp as a matter of applicable Law or equity. Guarantor .
(h) Ralcorp agrees, provided that a Ralcorp Guaranteed Obligation remains unpaid or unperformed for any reason ten five (105) Business Days after Sellers have Seller has made a written demand for payment or performance against a Ralcorp Guaranteed Person with respect to such Ralcorp Guaranteed Obligation, the obligations of Guarantor Ralcorp under this Ralcorp Guaranty shall be unconditional, but subject to all defenses that any Ralcorp Guaranteed Person may have under this Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ralcorp Holdings Inc /Mo)