Absolute Liability. (1) The Guarantor guarantees that the Guaranteed Obligations will be paid to the Collateral Agent and the Secured Creditors strictly in accordance with their terms and conditions, that the Guarantor shall be liable as principal debtor and not solely as surety with respect to the payment of the Guaranteed Obligations and that the liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of:
(a) the lack of validity or enforceability of any terms of any of the other Credit Documents or the Interest Rate Agreements;
(b) any contest by the Borrower or any other Person as to the amount of the Guaranteed Obligations, the validity or enforceability of any terms of the Credit Documents or the Interest Rate Agreements or the perfection or priority of any security granted to the Collateral Agent or the Secured Creditors;
(c) any defence, counter-claim or right of set-off available to the Borrower;
(d) any change in the time or times for, or place of or manner of payment of the Guaranteed Obligations or any consent, waiver, renewal, extension or other indulgences which the Secured Creditors or the Collateral Agent may grant to the Borrower or any other Person or any amendment or supplement to, or alteration or renewal of, or restatement or modification of (including any increase in the amounts available thereunder or the inclusion of additional borrowers thereunder), or other action or inaction under, any of the Credit Documents or the Interest Rate Agreements or the Guaranteed Obligations and this Guarantee shall apply to the Guaranteed Obligations as so changed, indulged, amended, supplemented, altered, renewed, restated, modified or increased;
(e) any dealings with the security which the Secured Creditors or the Collateral Agent hold or may hold pursuant to the terms and conditions of the Credit Document or the Interest Rate Agreements, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges;
(f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Borrower, the Guarantor or any other Person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not the Guarantor shall have notice or knowledge of any of the foregoing;
(g) the assignment of all or any part of the b...
Absolute Liability. My liability under this Guarantee is absolute and unconditional. It will not be limited or reduced, nor will CIBC be responsible or owe any duty (as a fiduciary or otherwise) to me, nor will CIBC’s rights under this Guarantee be prejudiced, by the existence or occurrence (with or without my knowledge or consent) of any one or more of the following events:
a) any termination, invalidity, unenforceability or release by CIBC of any of its rights against the Customer or against any other Person or of any Security;
b) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Customer's Debts or to any credit extended by CIBC to the Customer; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, the Customer or any other Person; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by CIBC in respect of, or in the course of, doing any of these things;
c) accepting compositions from or granting releases or discharges to the Customer or any other Person, or any other dealing with the Customer or any other Person or with any Security that CIBC considers appropriate;
d) any unenforceability or loss of or in respect of any Security held from time to time by CIBC from me, the Customer or any other Person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to CIBC’s fault or any other reason;
e) the death of the Customer; any change in the Customer's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, lease or otherwise) of the Customer or the Customer's business;
f) any change in my financial condition or that of the Customer or any other Guarantor (including insolvency and bankruptcy);
g) if I am or the Customer is a corporation, any change of effective control, or if I am or the Customer is a partnership, a dissolution or any change in the membership;
h) any event, whether or not attributable to CIBC, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Customer or any Guarantor, or to have resulted in the initiation of any such proceedings;
i) CIBC’s filing of...
Absolute Liability. The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Promissory Note. The liability of the Guarantor under this guarantee shall be absolute and unconditional irrespective of:
(a) the lack of validity or enforceability of any terms of the Promissory Note;
(b) any contest by the Debtor, its subsidiaries or any other person as to the validity or enforceability of any terms of the Promissory Note or the priority of any security granted to the Guaranteed Party by the Debtor, its subsidiaries or any other person pursuant to the terms of the Promissory Note or otherwise;
(c) any defence, counter-claim or right of set-off available to the Debtor or its subsidiaries;
(d) any extension of the time or times for payment of the Guaranteed Obligations or any other amendments, waivers or indulgences the Guaranteed Party may grant to the Debtor or its subsidiaries;
(e) any dealings with the security which the Guaranteed Party holds or may hold pursuant to the terms and conditions of the Promissory Note or otherwise, including the taking and giving up of securities, the accepting of compositions and the granting of releases and discharges;
(f) the assignment of all or any part of the benefits of this guarantee;
(g) any other circumstances which might otherwise constitute a defence available to or a discharge of the Guarantor, the Debtor, its subsidiaries or any other person in respect of the Guaranteed Obligations, or the Guarantor in respect of this guarantee.
Absolute Liability. Each of the Guarantors agrees that the liability of the Guarantors under Section 2.1 and Section 2.2, is absolute and unconditional irrespective of:
(a) the lack of validity or enforceability of any terms of any of the Indenture Documents;
(b) any contest by any Issuer or any other Person as to the amount of the Note Obligations, the validity or enforceability of any terms of the Indenture Documents or the perfection or priority of any security granted to the Trustee or the other Creditors;
(c) any defence, counter claim or right of set-off available to any Issuer (other than payment in full of the Note Obligations);
(d) any release, compounding or other variance of the liability of any Issuer or any other Person liable in any manner under or in respect of the Note Obligations or the extinguishment of all or any part of the Note Obligations by operation of law (other than payment in full of the Note Obligations);
(e) any change in the time or times for, or place or manner or terms of payment or performance of the Note Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which any Creditors or the Trustee on behalf of the Creditors may grant to any Issuer or any other Person;
(f) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any additional Note issuances thereunder or the inclusion of an additional Issuer thereunder), or other action or inaction under, the Indenture, the other Indenture Documents or any other related document or instrument, or the Note Obligations;
(g) any discontinuance, termination, reduction, renewal, increase, abstention from renewing or other variation of any credit or credit facilities to, or the terms or conditions of any transaction with, any Issuer or any other Person;
(h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of any Issuer, any Guarantor or any other Credit Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of any Issuer, any Guarantor or any other Credit Party or their respective businesses;
(i) any dealings with any security which any Creditor or the Trustee on behalf of the Creditors holds or may hold pursuant to the terms and conditions of the Indenture Documents, including the taking, gi...
Absolute Liability. Without limiting the generality of paragraph 2.1, the Company shall indemnify the Indemnitees against any Liability in relation to a Claim which is statutorily imposed on the Nominee.
Absolute Liability. The Guarantor hereby guarantees that the Guaranteed Obligations will be paid to the Holders strictly in accordance with the terms and conditions hereof, and that the liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of:
(a) the validity or enforceability of the the Securities or the Indenture;
(b) any contest by the Company or any other person as to the amount of the Guaranteed Obligations or the validity or enforceability of the Securities or the Indenture;
(c) any defense, counter-claim or right of set-off available to the Company;
(d) any extension of the time or times for payment of the Guaranteed Obligations or any other indulgences which the Holders may grant to the Company or any amendment to or alteration of the Indenture or the Securities; and
(e) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Guarantor, the Company or any other person in respect of the Guaranteed Obligations or the Guarantor in respect of the Guarantee.
Absolute Liability. The liability of the Guarantor under this deed of guarantee is absolute and is not subject to the execution of this deed of guarantee or any other instrument or document by any person other than the Guarantor, and is not subject to the performance of any condition precedent or subsequent agreement.
Absolute Liability. The liability of each Guarantor hereunder is absolute and is not subject to the execution of the Transaction Documents (other than this Agreement) or of any other document by any person or to the performance of any condition precedent or subsequent, including, without limiting the generality of the foregoing, as between any Obligor and the Agent, the Banks or any of them or amongst any 2 or more Obligors but is subject to non-payment or the non-performance of an Obligation or Intended Obligation by the principal Obligor.
Absolute Liability. Without limiting the generality of paragraph 1.1, the Parent Company shall indemnify the Indemnitees against any Liability in relation to a Claim which is statutorily imposed upon the Appointee, regardless of the Appointee’s conduct, and whether or not the Appointee is at fault.
Absolute Liability. The Guarantor guarantees that the Guaranteed Obligations will be paid to the Collateral Agent and the Secured Creditors strictly in accordance with their terms and conditions, that the Guarantor shall be liable as principal debtor and not solely as surety with respect to the payment of the Guaranteed Obligations and that the liability of the Guarantor under this Amended and Restated Guarantee shall be absolute and unconditional irrespective of:
(a) the lack of validity or enforceability of any terms of any of the Credit Documents;
(b) any contest by SWT or any other Person as to the amount of the Guaranteed Obligations, the validity or enforceability of any terms of the Credit Documents or the perfection or priority of any security granted to the Collateral Agent or the Secured Creditors;
(c) any defence, counterclaim or right of set-off available to SWT;
(d) any change in the time or times for, or place of or manner of payment of the Guaranteed Obligations or any consent, waiver, renewal, extension or other indulgences which the Secured Creditors or the Collateral Agent may grant to SWT or any other Person or any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification of (including any increase in the amounts available thereunder or the inclusion of additional borrowers thereunder), or other action or inaction under, any of the Credit Documents or the Guaranteed Obligations and this Amended and Restated Guarantee shall apply to the Guaranteed Obligations as so changed, indulged, amended, supplemented, altered, renewed, restated, replaced, refinanced, modified or increased;
(e) any dealings with the security which the Secured Creditors or the Collateral Agent hold or may hold pursuant to the terms and conditions of the Credit Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges;
(f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to SWT, the Guarantor or any other Person or any action taken with respect to this Amended and Restated Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not the Guarantor shall have notice or knowledge of any of the foregoing;
(g) the assignment of all or any part of the benefits of this Amended and Restated Guarantee;
(h) any invalid...
