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 benefits of this Guarantee; (h) any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent or any irregularity, default or defect in the manner or procedure by which the Collateral Agent and the Secured Creditors deals with or realizes on such security; and (i) any other circumstances which might otherwise constitute a defence available to, or a discharge of, the Guarantor, the Borrower or any other Person in respect of the Guaranteed Obligations or this Guarantee, except indefeasible payment in full of the Guaranteed Obligations on the Termination Date. (2) The Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guarantee up to the full amount of the Guaranteed Obligations without proceeding against the Borrower or any other guarantor of the Guaranteed Obligations.
Appears in 2 contracts
Samples: Canadian Subsidiary Guarantee (Williams Scotsman International Inc), Canadian Subsidiary Guarantee (Williams Scotsman Inc)
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 agrees that the liability of the Guarantor under Section 1.1, Section 1.2 and Section 1.3 is absolute and unconditional and the obligations of the Guarantor in this Guarantee shall remain in full force and effect until all Guaranteed Obligations have been validly and finally and irrevocably paid in full or until this Guarantee has been terminated and released. The liability and obligations of the Guarantor in this Guarantee shall not be absolute and unconditional irrespective ofaffected by any matter or thing which but for this provision might operate to affect such liability or obligations, including:
(a) the lack of validity or enforceability of any terms of any term of the other Credit Documents or the Interest Rate AgreementsPromissory Note;
(b) any contest by the Borrower Corporation or any other Person person as to the amount of the Guaranteed Obligations, Obligations or the validity or enforceability of any terms of the Credit Documents or the Interest Rate Agreements Promissory Note or the perfection or priority of any security interest granted to the Collateral Agent or the Secured CreditorsVendors by the Corporation or any other person;
(c) any defencetaking or failure to take a security interest by the Agent or the Vendors or any loss of, or loss of value of, any security interest granted to the Agent or any of the Vendors;
(d) any defense, counter-claim or right of set-off available to the BorrowerCorporation or any other person;
(de) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Corporation, the Guarantor or any other person or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of the Corporation, the Guarantor or any other person or their respective businesses;
(f) any extension of time or times for, for payment or place of or manner of payment performance of the Guaranteed Obligations or any consentreleases, waiver, renewal, extension variations or other indulgences which the Secured Creditors Vendors or the Collateral Agent may grant to the Borrower Corporation or any other Person person or any amendment extinguishment of all or supplement to, or alteration or renewal of, or restatement or modification any part 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 increasedby operation of law;
(eg) any dealings with the security interests which the Secured Creditors Vendors or the Collateral Agent hold or may hold pursuant to the terms and conditions of the Credit Document or the Interest Rate AgreementsPromissory Note, including the taking, giving up or exchange of securitiessecurity interests or any collateral subject thereto, their the variation or realizationrealization thereof, the accepting of compositions and the granting of releases and discharges;
(fh) any limitation of status or power, disability, incapacity or other circumstance relating to the Corporation, the Guarantor or any other person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation liquidation, winding-up or other like proceeding relating to involving or affecting the BorrowerCorporation, the Guarantor or any other Person 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 has notice or knowledge of any of the foregoing;
(gi) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any of the Promissory Note or the Corporation’s performance in respect thereof, or the occurrence of any change in the law of any jurisdiction or by any present or future action of any governmental authority that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the obligations of the Guarantor under this Guarantee, or the obtaining of any court order that amends, varies, reduces or otherwise affects any of the Guaranteed Obligations or the obligations of the Guarantor under this Guarantee;
(j) any invalidity, non-perfection or unenforceability of any security interest held by the Agent or the Vendors, or any exercise or enforcement of, or failure to exercise or enforce, security interests, or any irregularity or defect in the manner or procedure by which the Agent and the Vendors realize on such security interest;
(k) the assignment of all or any part of the benefits of this Guarantee;
(h) any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent or any irregularity, default or defect in the manner or procedure by which the Collateral Agent and the Secured Creditors deals with or realizes on such security; and
(il) any other circumstances which might otherwise constitute a defence defense available to, or a discharge of, the Guarantor, the Borrower Corporation or any other Person person in respect of the Guaranteed Obligations or this Guarantee, except indefeasible payment in full of the Guaranteed Obligations on the Termination Date.
(2) The Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guarantee up to the full amount of the Guaranteed Obligations without proceeding against the Borrower or any other guarantor of the Guaranteed Obligations.
Appears in 2 contracts
Samples: Guarantee (E-World Usa Holding,inc), Guarantee (E-World Usa Holding,inc)
Absolute Liability. The Guarantee is a continuing guaranty and shall remain in effect until all of the Obligations have been paid in full to Provider. Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be subject to or affected by any circumstance which may provide or constitute a legal or equitable discharge of a guarantor or surety other than payment of the Obligations in full to Provider. Without limiting the foregoing, Guarantor hereby agrees as follows:
(1i) The the Guarantee is a guaranty of payment and performance when due and not of collectability;
(ii) the Guarantee is a primary obligation of Guarantor guarantees that and not merely a contract of surety;
(iii) Provider may enforce the Guaranteed Obligations will be paid to Guarantee upon the Collateral Agent occurrence of any Default under this Agreement notwithstanding the existence of any dispute between Provider 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 Company with respect to the payment existence 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 Agreementssuch Default;
(biv) any contest payment by the Borrower or any other Person as to the amount Guarantor of a portion of the Guaranteed ObligationsObligations shall not limit, the validity affect, modify or enforceability of abridge its liability for any terms unpaid portion 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 CreditorsObligations;
(cv) any defence, counter-claim or right the obligations of set-off available to the Borrower;
(d) any change in the time or times for, or place of or manner of payment Guarantor hereunder are independent of the Guaranteed Obligations or any consentobligations of the Company to Provider, 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 and a separate action or inaction under, any of the Credit Documents actions may be brought and prosecuted by Provider against Guarantor whether 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 not any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, is brought against the Company and whether or not the Guarantor shall have notice Company is joined in any such action or knowledge of any of the foregoingactions;
(gvi) the assignment of all or any part of the benefits of this Guarantee;
(h) any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent or any irregularity, default or defect in the manner or procedure by which the Collateral Agent Guarantee and the Secured Creditors deals with obligations of Guarantor hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or realizes on such security; and
(i) termination for any reason other circumstances which might otherwise constitute a defence available to, or a discharge of, the Guarantor, the Borrower or any other Person in respect of the Guaranteed Obligations or this Guarantee, except indefeasible than payment in full of the Guaranteed Obligations on Obligations, including the Termination Date.
occurrence of any of the following, whether or not Guarantor shall have received notice or had knowledge of any of them: (2A) The Guarantor understandsany delay, agrees and confirms that failure or omission to assert or enforce, or agreement or election not to assert or enforce, or the Secured Creditors may enforce this Guarantee up 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 with respect to the full amount Obligations or any agreement or instrument relating thereto, or with respect to any other guarantee of or security for the payment of the Guaranteed Obligations, (B) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any default) of this Agreement or any agreement or instrument executed pursuant thereto, or of any other guarantee or security for the Obligations, in each case whether or not in accordance with the terms hereof or of any document relating to such other guaranty or security, (C) the Obligations without proceeding against or any agreement or instrument relating thereto at any time being found to be illegal, invalid or unenforceable in any respect, (D) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Borrower Obligations, (E) any claim, counterclaim, deduction, set-off or any other guarantor defense or right whatsoever that the Company or any of its affiliates may have at any time against Provider or any of its affiliates, in respect of the Guaranteed ObligationsObligations or otherwise and (F) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk to or obligations of Guarantor in respect of the Guarantee; and
(vii) the Guarantee and the obligations of Guarantor hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Company or by any defense which the Company may have by reason of any order (including any stay or injunction) resulting from any such proceeding.
Appears in 2 contracts
Samples: Services Agreement (Beneficient), Services Agreement (Beneficient Co Group, L.P.)
Absolute Liability. The Bank’s liability under this Agreement is absolute and unconditional and will not be limited or reduced, nor will the Trustee or the Bondholders be responsible or owe a duty (1as a fiduciary or otherwise) The Guarantor guarantees that the Guaranteed Obligations will be paid to the Collateral Agent Bank, nor will the rights of the Bondholders under this Agreement be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the Bondholders) of any one or more of the following events:
a) the invalidity, unenforceability or illegality, in whole or in part, of the Agreement, any security therefor and any agreements, instruments or other documents held by the Secured Creditors strictly in accordance with their terms and conditionsBondholders to create, that the Guarantor shall be liable as principal debtor and not solely as surety with respect to the payment represent or evidence any 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 Agreementssecurity therefor;
(b) any contest by increase, reduction or other change in, transfer of, or discontinuance of, the Borrower Agreement or the terms relating to the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences granted to the Subsidiary or any other Person as to persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the amount of the Guaranteed Obligations, the validity Subsidiary 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 Creditorsother persons;
(c) any defence, counter-claim or right of set-off available to the Borrower;
(d) any change in the time or times forSubsidiary’s name, or place any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or manner otherwise) or dissolution or winding-up of payment the Subsidiary or its business; or the bankruptcy or insolvency of the Subsidiary;
d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agents, or any irregularity, defect or informality in the incurring of any of the Guaranteed Obligations or and 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;security therefor; or
(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 benefits of this Guarantee;
(h) any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent or any irregularity, default or defect in the manner or procedure by which the Collateral Agent and the Secured Creditors deals with or realizes on such security; and
(i) any other circumstances event which might otherwise constitute be a defence available to, or a discharge of, the Guarantor, the Borrower Bank or any other Person in respect person or liability under this Agreement. For the purposes of certainty, if as a result of the Guaranteed Obligations existence or this Guarantee, except indefeasible payment in full occurrence of any one or more of the Guaranteed Obligations events above the Trustee on behalf of the Termination Date.
(2) The Guarantor understandsBondholders cannot recover any amount from the Bank as a guarantor, agrees and confirms the Bank will immediately on demand as provided in this Agreement pay that the Secured Creditors may enforce this Guarantee up amount to the full amount of the Guaranteed Obligations without proceeding against the Borrower or any other guarantor of the Guaranteed ObligationsBondholders as principal debtor.
Appears in 2 contracts
Samples: Guarantee (FirstCaribbean International Bank LTD), Guarantee (FirstCaribbean International Bank LTD)
Absolute Liability. The Bank’s liability under this Agreement is absolute and unconditional and will not be limited or reduced, nor will the Trustee or the Noteholders be responsible or owe a duty (1as a fiduciary or otherwise) The Guarantor guarantees that the Guaranteed Obligations will be paid to the Collateral Agent Bank, nor will the rights of the Noteholders under this Agreement be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following events:
a) the invalidity, unenforceability or illegality, in whole or in part, of the Agreement, any security therefor and any agreements, instruments or other documents held by the Secured Creditors strictly in accordance with their terms and conditionsNoteholders to create, that the Guarantor shall be liable as principal debtor and not solely as surety with respect to the payment represent or evidence any 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 Agreementssecurity therefor;
(b) any contest by increase, reduction or other change in, transfer of, or discontinuance of, the Borrower Agreement or the terms relating to the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences granted to the Subsidiary or any other Person as to persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the amount of the Guaranteed Obligations, the validity Subsidiary 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 Creditorsother persons;
(c) any defence, counter-claim or right of set-off available to the Borrower;
(d) any change in the time or times forSubsidiary’s name, or place any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or manner otherwise) or dissolution or winding-up of payment the Subsidiary or its business; or the bankruptcy or insolvency of the Subsidiary;
d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agents, or any irregularity, defect or informality in the incurring of any of the Guaranteed Obligations or and 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;security therefor; or
(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 benefits of this Guarantee;
(h) any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent or any irregularity, default or defect in the manner or procedure by which the Collateral Agent and the Secured Creditors deals with or realizes on such security; and
(i) any other circumstances event which might otherwise constitute be a defence available to, or a discharge of, the Guarantor, the Borrower Bank or any other Person in respect person or liability under this Agreement. For the purposes of certainty, if as a result of the Guaranteed Obligations existence or this Guarantee, except indefeasible payment in full occurrence of any one or more of the Guaranteed Obligations events above the Trustee on behalf of the Termination Date.
(2) The Guarantor understandsNoteholders cannot recover any amount from the Bank as a guarantor, agrees and confirms the Bank will immediately on demand as provided in this Agreement pay that the Secured Creditors may enforce this Guarantee up amount to the full amount of the Guaranteed Obligations without proceeding against the Borrower or any other guarantor of the Guaranteed ObligationsNoteholders as principal debtor.
Appears in 2 contracts
Samples: Guarantee (FirstCaribbean International Bank LTD), Guarantee (FirstCaribbean International Bank LTD)
Absolute Liability. (1) The Guarantor guarantees that the Guaranteed Obligations will be paid Subject to the Collateral Agent and the Secured Creditors strictly termination of this Guarantee as provided in accordance with their terms and conditionsthis Guarantee, 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 each Guarantor under pursuant to this Guarantee shall will, to the fullest extent permitted pursuant to applicable Law, be absolute absolute, irrevocable and unconditional irrespective irrespective, without limitation, of:
(ai) the lack of validity value, genuineness, validity, regularity, illegality or enforceability of the Merger Agreement or any other agreement or instrument referred to in this Guarantee or in the Merger Agreement, in each case, subject to the terms and conditions thereof;
(ii) the inaccuracy of any of the other Credit Documents representations or warranties of the Interest Rate AgreementsCompany in the Merger Agreement, subject to the terms and conditions in the Merger Agreement;
(biii) any contest by (A) change in the Borrower time, place, term or manner of payment or performance of any other Person as to the amount of the Guaranteed Obligations; (B) liability incurred, directly or indirectly, in respect thereof; or (C) waiver, compromise, consolidation, modification or amendment of, or any departure from, the validity or enforceability of any terms of the Credit Documents Merger Agreement made in accordance with the terms thereof, in each case, whether or not with the Interest Rate Agreements knowledge or consent of the perfection or priority of any security granted to the Collateral Agent or the Secured CreditorsGuarantors;
(civ) any defenceagreement evidencing, counter-claim securing or right otherwise executed in connection with any of set-off available to the BorrowerGuaranteed Obligations;
(dv) the failure or delay on the part of the Company to assert any claim or demand, or to enforce any right or remedy, against Parent or Merger Sub;
(vi) the addition, substitution or release of any Person interested in the Transactions, including (subject to such Guarantor’s Cap) any discharge or release of any other guarantor of any of the Guaranteed Obligations;
(vii) any change in the time corporate existence, structure or times forownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations;
(viii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person, or place any of their assets, now or manner hereafter liable with respect to the Guaranteed Obligations;
(ix) the existence of payment any claim, set-off, offset or other right that the Guarantors may have at any time against Parent or Merger Sub, whether in connection with any of the Guaranteed Obligations or otherwise;
(x) any consentother act, waiveromission or circumstance that may or might in any manner or to any extent vary the risk of Guarantor or otherwise operate as a defense to or discharge of Guarantor as a matter of law or equity, renewal, extension or other indulgences which the Secured Creditors or the Collateral Agent may grant except to the Borrower extent otherwise provided in the Merger Agreement, the Financing Letters or any other Person agreement or any amendment instrument referred to in this Guarantee 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;Merger Agreement; or
(exi) 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 adequacy of any means that the Company may have of the foregoing;
(g) the assignment of all or any part of the benefits of this Guarantee;
(h) any invalidity, non-perfection or unenforceability obtaining payment of any security held by the Secured Creditors or the Collateral Agent or any irregularity, default or defect in the manner or procedure by which the Collateral Agent and the Secured Creditors deals with or realizes on such security; and
(i) any other circumstances which might otherwise constitute a defence available to, or a discharge of, the Guarantor, the Borrower or any other Person in respect of the Guaranteed Obligations or this Guarantee, except indefeasible payment in full of the Guaranteed Obligations on the Termination Date.
(2) The Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guarantee up to the full amount of the Guaranteed Obligations without proceeding against the Borrower or any other guarantor of the Guaranteed Obligations.
Appears in 1 contract
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 agrees that the liability of the Guarantor under Section 1.1, Section 1.2 and Section 1.3 is absolute and unconditional and the obligations of the Guarantor in this Guarantee shall remain in full force and effect until all Guaranteed Obligations have been validly and finally and irrevocably paid in full or until this Guarantee has been terminated and released. The liability and obligations of the Guarantor in this Guarantee shall not be absolute and unconditional irrespective ofaffected by any matter or thing which but for this provision might operate to affect such liability or obligations, including:
(a) the lack of validity or enforceability of any terms of any term of the other Credit Documents or the Interest Rate AgreementsPromissory Note;
(b) any contest by the Borrower Corporation or any other Person person as to the amount of the Guaranteed Obligations, Obligations or the validity or enforceability of any terms of the Credit Documents or the Interest Rate Agreements Promissory Note or the perfection or priority of any security interest granted to the Collateral Agent or the Secured CreditorsVendors by the Corporation or any other person;
(c) any defencetaking or failure to take a security interest by the Agent or the Vendors or any loss of, or loss of value of, any security interest granted to the Agent or any of the Vendors;
(d) any defense, counter-claim or right of set-off available to the BorrowerCorporation or any other person;
(de) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Corporation, the Guarantor or any other person or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of the Corporation, the Guarantor or any other person or their respective businesses;
(f) any extension of time or times for, for payment or place of or manner of payment performance of the Guaranteed Obligations or any consentreleases, waiver, renewal, extension variations or other indulgences which the Secured Creditors Vendors or the Collateral Agent may grant to the Borrower Corporation or any other Person person or any amendment extinguishment of all or supplement to, or alteration or renewal of, or restatement or modification any part 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 increasedby operation of law;
(eg) any dealings with the security interests which the Secured Creditors Vendors or the Collateral Agent hold or may hold pursuant to the terms and conditions of the Credit Document or the Interest Rate AgreementsPromissory Note, including the taking, giving up or exchange of securitiessecurity interests or any collateral subject thereto, their the variation or realizationrealization thereof, the accepting of compositions and the granting of releases and discharges;
(fh) any limitation of status or power, disability, incapacity or other circumstance relating to the Corporation, the Guarantor or any other person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation liquidation, winding-up or other like proceeding relating to involving or affecting the BorrowerCorporation, the Guarantor or any other Person 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 has notice or knowledge of any of the foregoing;
(gi) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any of the Promissory Note or the Corporation’s performance in respect thereof, or the occurrence of any change in the law of any jurisdiction or by any present or future action of any governmental authority that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the obligations of the Guarantor under this Guarantee, or the obtaining of any court order that amends, varies, reduces or otherwise affects any of the Guaranteed Obligations or the obligations of the Guarantor under this Guarantee;
(j) any invalidity, non-perfection or unenforceability of any security interest held by the Agent or the Vendors, or any exercise or enforcement of, or failure to exercise or enforce, security interests, or any irregularity or defect in the manner or procedure by which the Agent and the Vendors realize on such security interest;
(k) the assignment of all or any part of the benefits of this Guarantee;
(h) any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent or any irregularity, default ; andirregularity or defect in the manner or procedure by which the Collateral Agent and the Secured Creditors deals with or realizes Vendors realize on such security; and
(i) any other circumstances which might otherwise constitute a defence available to, or a discharge of, the Guarantor, the Borrower or any other Person in respect of the Guaranteed Obligations or this Guarantee, except indefeasible payment in full of the Guaranteed Obligations on the Termination Date.
(2) The Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guarantee up to the full amount of the Guaranteed Obligations without proceeding against the Borrower or any other guarantor of the Guaranteed Obligations.security interest;
Appears in 1 contract
Samples: Guarantee (E-World Usa Holding,inc)
Absolute Liability. The Guarantee is a continuing guaranty and shall remain in effect until all of the Obligations have been paid in full to Provider. Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be subject to or affected by any circumstance which may provide or constitute a legal or equitable discharge of a guarantor or surety other than payment of the Obligations in full to Provider. Without limiting the foregoing, Guarantor hereby agrees as follows:
(1i) The the Guarantee is a guaranty of payment and performance when due and not of collectability;
(ii) the Guarantee is a primary obligation of Guarantor guarantees that and not merely a contract of surety;
(iii) Provider may enforce the Guaranteed Obligations will be paid to Guarantee upon the Collateral Agent occurrence of any Default under this Agreement notwithstanding the existence of any dispute between Provider 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 Firm with respect to the payment existence 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 Agreementssuch Default;
(biv) any contest payment by the Borrower or any other Person as to the amount Guarantor of a portion of the Guaranteed ObligationsObligations shall not limit, the validity affect, modify or enforceability of abridge its liability for any terms unpaid portion 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 CreditorsObligations;
(cv) any defence, counter-claim or right the obligations of set-off available to the Borrower;
(d) any change in the time or times for, or place of or manner of payment Guarantor hereunder are independent of the Guaranteed Obligations or any consentobligations of the Firm to Provider, 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 and a separate action or inaction under, any of the Credit Documents actions may be brought and prosecuted by Provider against Guarantor whether 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 not any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, is brought against the Firm and whether or not the Guarantor shall have notice Firm is joined in any such action or knowledge of any of the foregoingactions;
(gvi) the assignment of all or any part of the benefits of this Guarantee;
(h) any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent or any irregularity, default or defect in the manner or procedure by which the Collateral Agent Guarantee and the Secured Creditors deals with obligations of Guarantor hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or realizes on such security; and
(i) termination for any reason other circumstances which might otherwise constitute a defence available to, or a discharge of, the Guarantor, the Borrower or any other Person in respect of the Guaranteed Obligations or this Guarantee, except indefeasible than payment in full of the Guaranteed Obligations, including the occurrence of any of the following, whether or not Guarantor shall have received notice or had knowledge of any of them: (A) any delay, failure or omission to assert or enforce, or 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 with respect to the Obligations on or any agreement or instrument relating thereto, or with respect to any other guarantee of or security for the Termination Datepayment of the Obligations, (B) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any default) of this Agreement or any agreement or instrument executed pursuant thereto, or of any other guarantee or security for the Obligations, in each case whether or not in accordance with the terms hereof or of any document relating to such other guaranty or security, (C) the Obligations or any agreement or instrument relating thereto at any time being found to be illegal, invalid or unenforceable in any respect, (D) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Obligations, (E) any claim, counterclaim, deduction, set-off or any other defense or right whatsoever that the Firm or any of its affiliates may have at any time against Provider or any of its affiliates, in respect of the Obligations or otherwise and (F) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk to or obligations of Guarantor in respect of the Guarantee.
(2vii) The the Guarantee and the obligations of Guarantor understandshereunder shall not be reduced, agrees and confirms that limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the Secured Creditors may enforce this Guarantee up to the full amount bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Guaranteed Obligations without proceeding against Firm or by any defense which the Borrower Firm may have by reason of any order (including any stay or injunction) resulting from any other guarantor of the Guaranteed Obligationssuch proceeding.
Appears in 1 contract
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 agrees that the liability of the Guarantor under this Guarantee shall be Section 2.1 and Section 2.3 and, for greater certainty, under Section 2.2, is 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 AgreementsDocuments;
(b) any contest by the Borrower Debtor 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 CreditorsCreditor;
(c) any defence, counter-counter claim or right of set-off available to the BorrowerDebtor;
(d) any release, compounding or other variance of the liability of the Debtor or any other Person liable in any manner under or in respect of the Obligations or the extinguishment of all or any part of the Obligations by operation of law;
(e) any change in the time or times for, or place of or manner or terms of payment or performance of the Guaranteed Obligations or any consent, waiver, renewal, extension alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which the Secured Creditors or the Collateral Agent Creditor may grant to the Borrower Debtor or any other Person or Person;
(f) any amendment or supplement to, or alteration or renewal of, or restatement restatement, replacement, refinancing or modification or variation of (including any increase in the amounts available thereunder or the inclusion of an additional borrowers Debtor thereunder), or other action or inaction under, any of the Credit Debenture, the other Documents or the Interest Rate Agreements any other related document or instrument, or the Guaranteed Obligations and this Guarantee shall apply to the Guaranteed Obligations as so changed, indulged, amended, supplemented, altered, renewed, restated, modified or increasedObligations;
(eg) 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, the Debtor or any other Person;
(h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Debtor, the Guarantor or any other Debt Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of the Debtor, the Guarantor or any other Debt Party or their respective businesses;
(i) any dealings with the security which the Secured Creditors or the Collateral Agent hold Creditor holds or may hold pursuant to the terms and conditions of the Credit Document or the Interest Rate AgreementsDocuments, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges;
(fj) any limitation of status or power, disability, incapacity or other circumstance relating to the Debtor, the Guarantor, any other Debt Party or any other Person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation liquidation, winding-up or other like proceeding relating to involving or affecting the BorrowerDebtor, the Guarantor Guarantor, any other Debt Party 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;
(gk) the assignment of all or any part of the benefits of this Guarantee;
(hl) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (i) any governmental entity that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of the Guarantor under this Guarantee, or (ii) any court order that amends, varies, reduces or otherwise affects any of the Obligations;
(m) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent Creditor, or any irregularityexercise or enforcement of, default or failure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which the Collateral Agent and the Secured Creditors deals with or Creditor realizes on such security;
(n) any application of any sums received to the Obligations, or any part thereof, and any change in such application; and
(io) any other circumstances which might otherwise constitute a defence available to, or a discharge of, the Guarantor, the Borrower Debtor or any other Person in respect of the Guaranteed Obligations or this Guarantee, except indefeasible payment in full of the Guaranteed Obligations on the Termination Date.
(2) The Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guarantee up to the full amount of the Guaranteed Obligations without proceeding against the Borrower or any other guarantor of the Guaranteed Obligations.
Appears in 1 contract
Samples: Guarantee and Support Agreement (Battle Mountain Gold Exploration Corp.)
Absolute Liability. (1) The Each 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 agrees that the liability of the such Guarantor under Section 2.1 and Section 2.2 is absolute and unconditional and the obligations of such Guarantor in this Guarantee shall remain in full force and effect until all Guaranteed Obligations have been validly, finally and irrevocably paid in full or this Guarantee has been released. The liability and obligations of each Guarantor in this Guarantee shall not be absolute and unconditional irrespective ofaffected by any matter or thing which but for this provision might operate to affect such liability or obligations, including:
(a) the lack of validity or enforceability of any terms of any term of the other Credit Documents or the Interest Rate AgreementsAgreement;
(b) any contest by the Borrower Corporation or any other Person as to the amount of the Guaranteed Obligations, Obligations or 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 CreditorsAgreement;
(c) any defence, counter-claim or right of set-off available to the BorrowerCorporation or any other Person;
(d) any change in the ownership, Control, name, objects, businesses, assets, capital structure or constitution of the Corporation, any Guarantor or any other Person or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of the Corporation, any Guarantor or any other Person or their respective businesses;
(e) any extension of time or times for, for payment or place of or manner of payment performance of the Guaranteed Obligations or any consentreleases, waiver, renewal, extension variations or other indulgences which the Secured Creditors or the Collateral Agent Lender may grant to the Borrower Corporation or any other Person or any amendment extinguishment of all or supplement to, or alteration or renewal of, or restatement or modification any part 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 by operation 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 dischargesLaw;
(f) any limitation of status or power, disability, incapacity or other circumstance relating to the Corporation, any Guarantor or any other Person, including without limitation any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation liquidation, winding-up or other like proceeding relating to involving or affecting the BorrowerCorporation, the any 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 such Guarantor shall have has notice or knowledge of any of the foregoing;
(g) the assignment of all or any part of the benefits of this Guarantee;
(h) any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent or any irregularity, default or defect in the manner or procedure by which the Collateral Agent and the Secured Creditors deals with or realizes on such security; and
(ih) any other circumstances which might otherwise constitute a defence available to, or a discharge of, the any Guarantor, the Borrower Corporation or any other Person in respect of the Guaranteed Obligations or this Guarantee, except indefeasible payment in full of the Guaranteed Obligations on the Termination Date.
(2) The Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guarantee up to the full amount of the Guaranteed Obligations without proceeding against the Borrower or any other guarantor of the Guaranteed Obligations.
Appears in 1 contract
Samples: Credit Agreement
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 My liability of the Guarantor under this Guarantee shall be is absolute and unconditional irrespective ofunconditional. It will not be limited or reduced, nor will Libro be responsible or owe any duty to me, nor will Libro’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:
(a) the lack of validity any termination, invalidity, unenforceability or enforceability of any terms release by Libro of any of its rights against the other Credit Documents or the Interest Rate AgreementsBorrower;
(b) any contest by the Borrower or any other Person as to the amount of the Guaranteed Obligationsincrease, 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, waiverreduction, renewal, extension substitution 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 tochange in, or alteration or renewal discontinuance 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, 's Debt or to any credit extended by Libro to the Guarantor Borrower; or any agreement granting any extensions of time or any other Person indulgences or concessions to the Borrower; 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 action taken with neglect or omission by Libro in 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;
(gc) any unenforceability or loss of or in respect of any Security held from time to time by Libro from me, or the assignment Borrower, whether the loss is due to the means or timing of all any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to Libro’s fault or any part of the benefits of this Guaranteeother reason;
(hd) the death of the Borrower; any change in the Borrower's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale, lease or otherwise) of the Borrower or the Borrower's business;
(e) any invalidity, non-perfection change in my financial condition or unenforceability that of any security held by the Secured Creditors or the Collateral Agent or any irregularity, default or defect in the manner or procedure by which the Collateral Agent and the Secured Creditors deals with or realizes on such security; and
(i) any other circumstances which might otherwise constitute a defence available to, or a discharge of, the Guarantor, the Borrower or any other Person Guarantor;
(f) any incapacity, disability, or lack or limitation of status or of the power of the Borrower or of the Borrower's directors, managers, officers, partners or agents; the discovery that the Borrower is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Borrower's Debts; or
(g) any event whatsoever that might be a defense available to, or result in a reduction or discharge of me or the Borrower in respect of either the Guaranteed Obligations Borrower's Debt or my liability under this Guarantee, except indefeasible payment in full of the Guaranteed Obligations on the Termination Date.
(2) The Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guarantee up to the full amount of the Guaranteed Obligations without proceeding against the Borrower or any other guarantor of the Guaranteed Obligations.
Appears in 1 contract
Samples: Guarantee Agreement
Absolute Liability. (1) The Guarantor guarantees that the Guaranteed Obligations will be paid to the Collateral Agent liabilities 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 obligations of the Guarantor under this Guarantee Agreement shall be absolute and unconditional irrespective ofunder any and all circumstances. Without limiting the generality of the foregoing, it shall be unaffected by:
(a) the lack of validity invalidity, irregularity, defect or enforceability unenforceability of any terms of any provision of the other Credit Documents Loan Agreement or the Interest Rate Agreementsthis Guarantee Agreement;
(b) any contest by lack or limitation of status or power, disability, incapacity, death, dissolution or other circumstances relating to the Borrower or the Guarantor or any other Party;
c) any dispute between the Borrower or any other Person party as to the amount of the Guaranteed Obligations, or the validity or enforceability of any terms provision of the Credit Documents Loan Agreement or the Interest Rate Agreements or the perfection or priority of any security granted to the Collateral Agent or the Secured Creditorsthis Guarantee Agreement;
(cd) any defence, defence or counter-claim or right of set-off available to the Borrower;
(de) any change release or discharge of any other guarantor or co-borrower in respect of the Loan Agreement;
f) any extension of the time or times for, or place of or manner of for payment of the Guaranteed Obligations or any consentindulgence, waiver, renewal, waiver or extension or other indulgences which that the Secured Creditors or the Collateral Agent Lender may grant to the Borrower or any other Person failure on the part of the Lender to perfect, maintain or enforce its rights whether due to its default, negligence or otherwise on the part of the Lender with respect to the Loan Agreement, or any security granted to the Lender relating to the Loan Agreement;
g) any amendment or supplement tochange to this Guarantee Agreement, 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 or the Loan Agreement, including, without limitation, any assignment or assumption of the commitment of the Borrower or Lender under the Loan Agreement and this Guarantee shall apply to any increase or decrease in the Guaranteed Obligations as so changedObligations, indulged, amended, supplemented, altered, renewed, restated, modified the rates of interest or increased;other amounts payable under the Loan Agreement; or
(eh) while any dealings with the security which the Secured Creditors or the Collateral Agent hold or may hold pursuant to the terms and conditions portion of the Credit Document or the Interest Rate AgreementsOutstanding Balance remains unpaid, 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 benefits of this Guarantee;
(h) any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent or any irregularity, default or defect in the manner or procedure by which the Collateral Agent and the Secured Creditors deals with or realizes on such security; and
(i) any other circumstances which circumstance that might otherwise constitute a defence available to, or a discharge of, of the Guarantor, the Borrower or any other Person party in respect of the Guaranteed Obligations Obligations;
i) any other circumstances whatsoever (with or this Guarantee, except indefeasible payment in full without notice or the knowledge of the Guaranteed Obligations on Guarantor) which may or might in any manner or to any extent vary the Termination Date.
(2) The risk of the Guarantor understandshereunder, agrees or might otherwise constitute a legal or equitable discharge of a surety or guarantor; and confirms that none of the Secured Creditors may enforce foregoing shall in any way lessen, limit or otherwise affect the obligations or liability of the Guarantor under this Guarantee up to Agreement, regardless of whether any such action has the full amount effect of amending or varying the Guaranteed Obligations without proceeding against Loan Agreement or increasing, expanding or otherwise altering the Borrower nature, effect, term, extent or any other guarantor scope of the Guaranteed Obligations. The Guaranteed Obligations and the liability of the Guarantor hereunder shall extend to and include the obligations of the Borrower under the Loan Agreement as so amended, renewed, extended or varied and the Guaranteed Obligations as so increased, expanded or altered without further action on the part of the Lender or the consent or concurrence of the Guarantor; and for greater certainty and without limiting the foregoing, if any rate of interest provided in the Loan Agreement is increased or otherwise altered, the Guaranteed Obligations and the liability of the Guarantor hereunder shall extend to and include the obligation of the Borrower to pay interest at such increased or altered rate.
Appears in 1 contract
Samples: Limited Recourse Guarantee Agreement
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 My liability of the Guarantor under this Guarantee shall be is absolute and unconditional irrespective ofunconditional. It will not be limited or reduced, nor will Libro be responsible or owe any duty to me, nor will Libro’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 thefollowing:
(a) the lack of validity any termination, invalidity, unenforceability or enforceability of any terms release by Libro of any of its rights against the other Credit Documents or the Interest Rate AgreementsBorrower;
(b) any contest increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Borrower's Debt or to any credit extended by Libro to the Borrower Borrower; or any agreement granting any extensions of time or any other Person as indulgences or concessions to the amount of the Guaranteed Obligations, the validity Borrower; any taking or enforceability giving up of any terms of the Credit Documents Security; abstaining from taking, perfecting or the Interest Rate Agreements registering any Security; allowing any Security to lapse (whether by failing to make or the perfection maintain any registration or priority otherwise); or any neglect or omission by Libro in respect of any security granted to the Collateral Agent or the Secured Creditorsofthe foregoing;
(c) any defenceunenforceability or loss of or in respect of any Security held from time to time by Libro from me, counter-claim or right of set-off available the Borrower, whether the loss is due to the Borrowermeans or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to Libro’s fault or any other reason;
(d) the death of the Borrower; any change in the time or times for, or place of or manner of payment of the Guaranteed Obligations Borrower's name; or any consentreorganization (whether by way of amalgamation, waivermerger, renewaltransfer, extension sale, lease or other indulgences which the Secured Creditors or the Collateral Agent may grant to otherwise) of 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 increasedBorrower's business;
(e) any dealings with the security which the Secured Creditors change in my financial condition or the Collateral Agent hold or may hold pursuant to the terms and conditions that of the Credit Document Borrower 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 dischargesany other Guarantor;
(f) any bankruptcyincapacity, insolvencydisability, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to lack or limitation of status or of the power of the Borrower or of the Borrower's directors, managers, officers, partners or agents; the Guarantor discovery that the Borrower is not or may not be a legal entity; or any other Person irregularity, defect or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, informality in any such proceeding, whether or not the Guarantor shall have notice or knowledge incurring of any of the foregoing;Borrower's Debts; or
(g) the assignment of all or any part of the benefits of this Guarantee;
(h) any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent or any irregularity, default or defect in the manner or procedure by which the Collateral Agent and the Secured Creditors deals with or realizes on such security; and
(i) any other circumstances which event whatsoever that might otherwise constitute be a defence defense available to, or result in a reduction or discharge of, the Guarantor, of me or the Borrower or any other Person in respect of either the Guaranteed Obligations Borrower's Debt or my liability under this Guarantee, except indefeasible payment in full of the Guaranteed Obligations on the Termination Date.
(2) The Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guarantee up to the full amount of the Guaranteed Obligations without proceeding against the Borrower or any other guarantor of the Guaranteed Obligations.
Appears in 1 contract
Samples: Guarantee Agreement
