Changes in Obligations. (a) The Guarantor agrees that Members Mutual and HoldCo may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of the Guaranteed Obligations, and may also make any agreement with the Standby Purchaser for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, without in any way impairing or affecting the Guarantor’s obligations under this Guaranty.
(b) The Guarantor agrees that the Guaranteed Obligations hereunder (which shall be subject to the Cap) shall not be released or discharged, in whole or in part, or otherwise affected by: (i) the failure or delay of Members Mutual, HoldCo or Fidelity Life, subject to Section 8, to assert any claim or demand or to enforce any right or remedy against the Standby Purchaser; (ii) any change in the time, place or manner of payment of the Guaranteed Obligations, so long as such changes do not have the effect of increasing the Cap; (iii) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations, to or from this Guaranty, the Agreement, or any agreement referred to therein; (iv) any change in the corporate existence, structure or ownership of the Standby Purchaser or any other Person now or hereafter liable with respect to the Guaranteed Obligations or any Person interested in the transactions contemplated by the Agreement; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Standby Purchaser or any other Person now or hereafter liable with respect to the Guaranteed Obligations or any Person interested in the transactions contemplated by the Agreement; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against the Standby Purchaser or Members Mutual or HoldCo, whether in connection with the Guaranteed Obligations or otherwise; or (vii) the adequacy of any other means Members Mutual or HoldCo may have of obtaining payment of the Guaranteed Obligations.
Changes in Obligations. The Guarantor agrees that the Company or any Person entitled to payment under the Asset Purchase Agreement (collectively, the “Beneficiaries”) may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time for payment of the Obligations owed to such Beneficiary, and may also make any agreement with the Guaranteed Entities for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between such Beneficiary and the Guaranteed Entities without in any way impairing or affecting this Guarantee. Notwithstanding anything to the contrary set forth in this Guarantee, each Beneficiary may only exercise rights hereunder with respect to Obligations owed to that Beneficiary; provided, however, that the Company may and is hereby authorized to exercise all rights under this Guarantee on behalf of each Beneficiary.
Changes in Obligations. The Account Party consents to, and agrees that Agent and Lenders shall have no liability to Account Party as a result of (and agrees that none of the following shall require notice to or consent of the Account Party or affect any of the Account Party’s obligations hereunder), (a) any consent, forbearance or waiver which the Agent or any Lender might grant or give any Credit Party and/or any other person liable or obligated for or on the Obligations, (b) any amendment, cancellation, termination or modification of any provision of any Loan Document or the Obligations or any compromise, settlement, or release by the Agent or any Lender of the Obligations or of the obligations of any such other person (whether or not jointly liable with the Account Party), or (c) any release of any collateral securing the Obligations or securing the obligations of any such other person.
Changes in Obligations. In the event that any mandate of a regulatory body having jurisdiction over the Parties hereto, any Applicable Law (as defined in Exhibit A hereto), any law or regulation applicable to the parties hereto or the transactions herein contemplated, or any change in the Program results in a material change in the nature or financial impact of either Party's obligations or compensation hereunder ("Material Change"), then such Party may provide the other Party with notice of such Material Change, and the Parties shall negotiate in good faith an amendment to this Agreement that shall set forth the terms under which the Parties shall perform such new obligations. In the event that the Parties cannot reach agreement on an amendment to this Agreement within thirty (30) calendar days after the delivery of a Material Change notice pursuant to this Section 12.3, then either Party may terminate this Agreement in accordance with Section 17.4 below.
Changes in Obligations. Parent agrees that the Guaranteed Obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (a) the failure or delay of Purchaser or Interboro to assert any claim or demand or to enforce any right or remedy available under the Stock Purchase Agreement; (b) any change in the time, place or manner of payment of the Guaranteed Obligations; (c) the addition, substitution or release of any person now or hereafter liable with respect to the Guaranteed Obligations, to or from this Agreement or any related agreement or document; (d) any change in the corporate existence, structure or ownership of Parent or AutoOne or any other person now or hereafter liable with respect to the Guaranteed Obligations; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or AutoOne or any other person now or hereafter liable with respect to the Guaranteed Obligations; (f) the existence of any claim, set-off or other right which Parent may have at any time against Interboro or its affiliates, whether in connection with the Guaranteed Obligations or otherwise; or (g) the adequacy of any other means Interboro may have of obtaining payment of the Guaranteed Obligations.
Changes in Obligations. Either party may request variations to any part of this Agreement and the obligations contained herein. All such requests must be made in writing. Until such time as any variation is formally agreed in writing and signed by an authorized representative of each party, UPSTREAM shall continue to perform and to be paid as if such variation had not been requested or recommended.
Changes in Obligations. The Agency shall not repeal, modify, amend or supplement any provision of the PWMGRP SRF Loan/Proposition 1 Water Recycling Funding Program Construction Grant Documents or the Proposition 1 Storm Water Grant Documents that could reasonably be expected to result in a Material Adverse Effect. The Agency shall not repeal, modify, amend or supplement any provision of any Loan Document (other than the PWMGRP SRF Loan/Proposition 1 Water Recycling Funding Program Construction Grant Documents and the Proposition 1 Storm Water Grant Documents).
Changes in Obligations. In the event that any Applicable Law or any ---------------------- change in the Program (including but not limited to any change in the policies or procedures of SunStar) results in a material change in the nature or financial impact of either Party's obligations or compensation hereunder (any "Material Change"), then such Party may provide the other Party with notice of such Material Change, and the Parties shall negotiate in good faith an amendment to this Agreement that shall set forth the terms under which each Party shall continue to perform its obligations hereunder. In the event that the Parties cannot reach agreement on an amendment to this Agreement within thirty (30) calendar days after the delivery of a Material Change notice pursuant to this Section 12.3, then either Party may terminate this Agreement in ------------ accordance with Section 17.4 below. ------------
Changes in Obligations. The Guarantor agrees that the Guaranteed Party may, in its sole discretion and to the extent permitted under applicable Law, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of the Guaranteed Obligations (subject to the Maximum Amount), and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of any agreement between the Guaranteed Party and Parent and/or Merger Sub, without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee; provided that the Maximum Amount shall not be amended or modified, directly or indirectly, in any manner.
Changes in Obligations. Each Guarantor agrees that the Guaranty Beneficiary may at any time and from time to time, without notice to or further consent of either Guarantor, extend the time of payment or performance of any Obligations, and may also make any agreement with the Guaranteed Party or with any other Person interested in the transactions contemplated by the Facility Sublease Documents for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and the Guaranty Beneficiary without in any way impairing or affecting the Guarantors' obligations under this Guaranty. The obligations of each Guarantor hereunder shall not be subject to any counterclaim, setoff, deduction or defense (other than payment or performance) based upon any claim or defense such Guarantor may have against the Guaranty Beneficiary or any claim or defense such Guarantor may have against the Guaranteed Party or any other Person and shall remain in full force and effect without regard to, and shall not be released, discharged, reduced or in any way affected by, any circumstance or condition whatsoever (whether or not either Guarantor shall have any knowledge or notice thereof) which might constitute a legal or equitable discharge or defense including, but not limited to:
