Character of Obligation. The Guarantee set forth in this Section 23 is a primary and original obligation of each Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this Section 23 are joint and several. The obligations of each Guarantor under this Guarantee and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid), set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by: (a) any default, failure or delay, willful or otherwise, in the performance by the Company of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document); (b) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Company or any other Person or in respect of the property of the Company or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company or any other Person; (c) impossibility or illegality of performance on the part of the Company of its obligations hereunder or under any other Financing Document; (d) the validity or enforceability of this Agreement or any other Financing Document; (e) in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified; (f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing Document, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; (g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or (h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the obligations of such Guarantor under this Guarantee.
Appears in 3 contracts
Samples: Note Purchase Agreement (Hampshire Group LTD), Note Purchase Agreement (Hampshire Group LTD), Note Purchase Agreement (Hampshire Group LTD)
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions, except as provided in Section 9.11. The obligations of the Guarantors under this Section 23 are joint and several. UTi Worldwide Inc. Note Purchase Agreement The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document)such Obligor;
(b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person;
(c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations hereunder or under any Financing Agreement or any other Financing Documentinstruments or agreements;
(d) the validity or enforceability of this any Financing Agreement or any other Financing Documentinstruments or agreements;
(e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtednessdebt, obligations or liabilities of any charactercharter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing DocumentAgreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
; UTi Worldwide Inc. Note Purchase Agreement (g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the obligations of such Guarantor under this Guarantee.
Appears in 1 contract
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibilitycollectability) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this , except as provided in Section 23 are joint and several9.11. The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes Lender to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. UTi Worldwide Inc. Nedbank Facilities Agreement Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document)such Obligor;
(b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person;
(c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations hereunder or under any Financing Agreement or any other Financing Documentinstruments or agreements;
(d) the validity or enforceability of this any Financing Agreement or any other Financing Documentinstruments or agreements;
(e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtednessdebt, obligations or liabilities of any charactercharter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing DocumentAgreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
or UTi Worldwide Inc. Nedbank Facilities Agreement (h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Subsidiary Guarantor in respect of the obligations of such any Subsidiary Guarantor under this GuaranteeSubsidiary Guarantee Agreement.
Appears in 1 contract
Samples: Letter of Credit and Cash Draw Agreement (UTi WORLDWIDE INC)
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this , except as provided in Section 23 are joint and several9.11. The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes Issuing Banks to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. UTi Worldwide Inc. Letter of Credit Agreement Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document)such Obligor;
(b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person;
(c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations hereunder or under any Financing Agreement or any other Financing Documentinstruments or agreements;
(d) the validity or enforceability of this any Financing Agreement or any other Financing Documentinstruments or agreements;
(e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtednessdebt, obligations or liabilities of any charactercharter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing DocumentAgreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Subsidiary Guarantor in respect of the obligations of such any Subsidiary Guarantor under this Guarantee.Subsidiary Guarantee Agreement. UTi Worldwide Inc. Letter of Credit Agreement
Appears in 1 contract
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this Section 23 are joint and several. The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document)such Obligor;
(b) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person;
(c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations hereunder or under any Financing Agreement or any other Financing Documentinstruments or agreements;
(d) the validity or enforceability of this any Financing Agreement or any other Financing Documentinstruments or agreements;
(e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtednessdebt, obligations or liabilities of any charactercharter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing DocumentAgreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Subsidiary Guarantor in respect of the obligations of such any Subsidiary Guarantor under this GuaranteeSubsidiary Guarantee Agreement.
Appears in 1 contract
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 is a primary and original obligation of each Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this Section 23 are joint and several. The obligations of each Guarantor under this Guarantee Agreement and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. .
A. Xxxxxxxx Europe GmbH A. Xxxxxxxx, Inc. Note Purchase Agreement Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document)such Obligor;
(b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person;
(c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations hereunder or under any Financing Agreement or any other Financing Documentinstruments or agreements;
(d) the validity or enforceability of this any Financing Agreement or any other Financing Documentinstruments or agreements;
(e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtednessdebt, obligations or liabilities of any charactercharter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing DocumentAgreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
A. Xxxxxxxx Europe GmbH A. Xxxxxxxx, Inc. Note Purchase Agreement (h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the obligations of such any Guarantor under this GuaranteeGuarantee Agreement.
Appears in 1 contract
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this , except as provided in Section 23 are joint and several9.11. The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes Issuing Bank to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document)such Obligor;
(b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person;
(c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations hereunder or under any Financing Agreement or any other Financing Documentinstruments or agreements;
(d) the validity or enforceability of this any Financing Agreement or any other Financing Documentinstruments or agreements;
(e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtednessdebt, obligations or liabilities of any charactercharter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing DocumentAgreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
; UTi Worldwide Inc. Nedbank Letter of Credit Agreement (g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the obligations of such Guarantor under this Guarantee.
Appears in 1 contract
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 is a primary and original obligation of each Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this Section 23 are joint and several. The obligations of each Guarantor under this Guarantee Agreement and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever, other than the defense that the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document)Company;
(b) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Company or any other Person or in respect of the property of the Company or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company or any other Person;
(c) impossibility or illegality of performance on the part of the Company of its obligations hereunder or under the Notes, this Agreement, any other Financing DocumentAgreement or any other instruments or agreements;
(d) the validity or enforceability of the Notes, this Agreement, any other Financing Agreement or any other Financing Documentinstruments or agreements;
(e) in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified;; eFUNDS CORPORATION NOTE PURCHASE AGREEMENT
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtednessdebt, obligations or liabilities of any charactercharter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder under this Agreement, the Notes or under any other Financing DocumentAgreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the obligations of such Guarantor under this GuaranteeGuarantee Agreement, other than the defense that the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash.
Appears in 1 contract
Character of Obligation. The Guarantee set forth in this Section 23 is a primary and original obligation of each Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this Section 23 are joint and several. The obligations of each Guarantor under this Guarantee and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Documentof the Other Agreements);
(b) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Company or any other Person or in respect of the property of the Company or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company or any other Person;
(c) impossibility or illegality of performance on the part of the Company of its obligations hereunder hereunder, under the Other Agreements or under any other Financing Documentthe Notes;
(d) the validity or enforceability of this Agreement Agreement, the Other Agreements or any other Financing Documentthe Notes;
(e) in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing Documentthe Other Agreements, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the obligations of such Guarantor under this Guarantee.
Appears in 1 contract
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 Article IX is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibilitycollectability) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this , except as provided in Section 23 are joint and several6.14. The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes Lender to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-set off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document)such Obligor;
(b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person;
(c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations hereunder or under any Loan Document or any other Financing Documentinstruments or agreements;
(d) the validity or enforceability of this Agreement any Loan Document or any other Financing Documentinstruments or agreements;
(e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtednessdebt, obligations or liabilities of any charactercharter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing Loan Document, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Subsidiary Guarantor in respect of the obligations of such any Subsidiary Guarantor under this GuaranteeSubsidiary Guarantee Agreement.
Appears in 1 contract
Samples: Credit Agreement (UTi WORLDWIDE INC)
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibilitycollectability) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this , except as provided in Section 23 are joint and several9.11. The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes Issuing Bank to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
: (a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document);
such Obligor; (b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person;
; (c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations hereunder or under any other Financing Document;
(d) the validity or enforceability of this Agreement or any other Financing Document;
(e) in respect of the Company instruments or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing Document, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instrumentsagreements; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the obligations of such Guarantor under this Guarantee.57
Appears in 1 contract
Samples: Letter of Credit Agreement
Character of Obligation. The Guarantee set forth in this Section 23 is a primary and original obligation of each Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of hereby unconditionally guarantees the full payment and performance by Borrowers of all principal, interest and other Obligations (as such term is defined in the Loan Agreement) owing by any Borrower to Lender, whether or not evidenced by promissory notes, any obligations for letters of credit or agreements with respect thereto, any drafts or any obligations for acceptances or agreements with respect thereto, including all interest and not other charges stated therein, any other loans, promissory notes, advances or overadvances, including all interest and other charges stated therein, all obligations of collectibility) any Borrower under any security agreement, instrument of lien, security deed or other security device in favor of Lender, and all other obligations of any Borrower to Lender however and whenever incurred or evidenced, whether direct or indirect, absolute or contingent, or due or to become due (collectively, the “Guaranteed Obligations”). The obligation of Guarantor hereunder is primary and unconditional and shall remain in full force be enforceable before, concurrently or after any claim or demand is made or suit is filed against any Borrower or any other guarantor or surety, and effect until before, concurrently or after any proceeding by Lender against any security, and shall be effective regardless of the fullsolvency or insolvency of any Borrower at any time, final and indefeasible payment the extension or modification of the Guaranteed Obligations without respect to future changes by operation of law, or the subsequent reorganization, merger or consolidation of any Borrower, or any other change in conditionsany Borrower’s composition, nature, personnel or location. The obligations obligation hereunder may be considered by Lender either as a guaranty or agreement of surety. Payment of any sum or sums due to Lender hereunder will be made by Guarantor immediately upon demand by Lender. If claim is ever made upon Lender for repayment or recovery of any amount or amounts received by Lender in payment of any of the Guarantors under this Section 23 are joint Guaranteed Obligations and several. The obligations Lender repays all or part of each Guarantor under this Guarantee and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether said amount by reason of (a) any claim judgment, decree or order of any character whatsoever court or otherwiseadministrative body having jurisdiction over Lender or any of its property, includingor (b) any settlement or compromise of any such claim effected by Lender with any such claimant (including any Borrower), without limitationthen in such event Guarantor agrees that any such judgment, claims decree, order, settlement or compromise shall be binding upon Guarantor, notwithstanding any revocation hereof or the cancellation of waiverany note or other instrument evidencing any of the Guaranteed Obligations, releaseand Guarantor shall be and remain obligated to Lender hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Lender. Guarantor agrees that the books and records of Lender showing the account between Lender and Borrowers shall be admissible in evidence in any action or proceeding, surrender, alteration or compromiseshall be binding upon Guarantor for the purpose of establishing the items therein set forth, and shall not be subject to any defense (other than the defense constitute prima facie proof thereof, except that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)monthly statements rendered to Borrowers by Lender shall, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted to which no objection is made within thirty (30) days after date thereof, constitute an account stated between Lender and Borrowers binding upon Guarantor. Guarantor agrees to pay all costs of Lender of collection of any sum or sums due hereunder, and, if collected by applicable lawor through an attorney, reasonable attorneys’ fees, together with all other legal and court expenses. Guarantor hereby transfers and conveys to Lender any and all of its balances, credits, deposits, accounts, items and monies now or hereafter in possession or control of, or otherwise with Lender or any affiliate of Lender, and Lender is hereby given a security interest upon and in all property of Guarantor of every kind and description now or hereafter in the obligations possession or control of each Lender or any affiliate of Lender for any reason, including all dividends and distributions or other rights in connection therewith. Guarantor agrees that its obligation hereunder shall not be discharged or impaired or otherwise affected by:
(a) in any default, failure or delay, willful or otherwise, in the performance by the Company of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document);
(b) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Company or any other Person or in respect of the property of the Company or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company or any other Person;
(c) impossibility or illegality of performance on the part of the Company of its obligations hereunder or under any other Financing Document;
(d) the validity or enforceability of this Agreement or any other Financing Document;
(e) in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred failure by or against any PersonLender to perfect, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing Document, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge continue perfection of, any lien or security interest in any security or any delay by Lender in perfecting any such lien or security interest. Guarantor acknowledges and agrees that Guarantor will receive a substantial direct and indirect benefit from Lender’s loans to Borrowers, which loans are conditioned upon Guarantor’s execution and delivery of this Guaranty in respect favor of the obligations of such Guarantor under this GuaranteeLender.
Appears in 1 contract
Samples: Guaranty (Greenhold Group Inc)
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibilitycollectability) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this , except as provided in Section 23 are joint and several9.11. The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document)such Obligor;
(b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person;
(c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations hereunder or under any Financing Agreement or any other Financing Documentinstruments or agreements;
(d) the validity or enforceability of this any Financing Agreement or any other Financing Document;instruments or agreements; UTi Worldwide Inc. Note Purchase Agreement
(e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtednessdebt, obligations or liabilities of any charactercharter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing DocumentAgreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Subsidiary Guarantor in respect of the obligations of such any Subsidiary Guarantor under this GuaranteeSubsidiary Guarantee Agreement.
Appears in 1 contract
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibilitycollectability) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this , except as provided in Section 23 are joint and several9.11. The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document)such Obligor;
(b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person;
(c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations hereunder or under any Financing Agreement or any other Financing Documentinstruments or agreements;
(d) the validity or enforceability of this any Financing Agreement or any other Financing Documentinstruments or agreements;
(e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified;; UTI Worldwide Inc. Note Purchase Agreement
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtednessdebt, obligations or liabilities of any charactercharter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing DocumentAgreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Subsidiary Guarantor in respect of the obligations of such any Subsidiary Guarantor under this GuaranteeSubsidiary Guarantee Agreement.
Appears in 1 contract
Character of Obligation. The Guarantee set forth in this Section 23 herein is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Subsidiary Guarantors under this Section 23 hereunder, to the extent that there is more than one Subsidiary Guarantor, are joint and several. The obligations of each Subsidiary Guarantor under this Guarantee and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Documentthe Note Purchase Agreement);
(b) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Company or any other Person or in respect of the property of the Company or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company or any other Person;
(c) impossibility or illegality of performance on the part of the Company of its obligations hereunder under the Note Purchase Agreement or under any other Financing Documentthe Notes;
(d) the validity or enforceability of this the Note Purchase Agreement or any other Financing Documentthe Notes;
(e) in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing Document, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(hg) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Subsidiary Guarantor in respect of the obligations of such Subsidiary Guarantor under this Guarantee.
Appears in 1 contract
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibilitycollectability) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this , except as provided in Section 23 are joint and several9.11. The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes Issuing Bank to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document)such Obligor;
(b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person;
(c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations hereunder or under any Financing Agreement or any other Financing Document;instruments or agreements; UTi Worldwide Inc. Letter of Credit Agreement
(d) the validity or enforceability of this any Financing Agreement or any other Financing Documentinstruments or agreements;
(e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtednessdebt, obligations or liabilities of any charactercharter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing DocumentAgreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Subsidiary Guarantor in respect of the obligations of such any Subsidiary Guarantor under this GuaranteeSubsidiary Guarantee Agreement.
Appears in 1 contract
Character of Obligation. The Guarantee set forth in this Section 23 22 is a primary and original obligation of each Guarantor the Company and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this Section 23 are joint and several. The obligations of each Guarantor Company under this Guarantee and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Guarantor the Company hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company Issuer of any obligations of any kind or character whatsoever of the Company Issuer (including, without limitation, the obligations and undertakings of the Company Issuer hereunder or under any other Financing Documentof the Other Agreements or under any of the ESOP Documents);
(b) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Company Issuer or any other Person or in respect of the property of the Company Issuer or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company Issuer or any other Person;
(c) impossibility or illegality of performance on the part of the Company Issuer of its obligations hereunder hereunder, under the Other Agreements or under any other Financing Documentthe Notes;
(d) the validity or enforceability of this Agreement Agreement, the Other Agreements or any other Financing Documentthe Notes;
(e) in respect of the Company Issuer or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company Issuer or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company Issuer or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing Documentthe Other Agreements, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or
(h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor the Company in respect of the obligations of such Guarantor the Company under this Guarantee.
Appears in 1 contract
Character of Obligation. The Guarantee Guaranty set forth in this Section 23 is a primary and original obligation of each Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment of the Guaranteed Obligations without respect to future changes in conditions. The obligations of the Guarantors under this Section 23 are joint and several. Xxxx Xxxx Technologies Corporation Note Purchase Agreement The obligations of each Guarantor under this Guarantee Agreement and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasible paid)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable lawforegoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Company (including, without limitation, the obligations and undertakings of the Company hereunder or under any other Financing Document)such Obligor;
(b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person;
(c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations hereunder or under any Financing Agreement or any other Financing Documentinstruments or agreements;
(d) the validity or enforceability of this any Financing Agreement or any other Financing Documentinstruments or agreements;
(e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotioncommotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified;
(f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtednessdebt, obligations or liabilities of any charactercharter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable hereunder or under any other Financing DocumentAgreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;
(g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any Xxxx Xxxx Technologies Corporation Note Purchase Agreement other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments;
(h) any merger, consolidation, disposition of assets or other business combination of any Obligor; or
(hi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the obligations of such any Guarantor under this GuaranteeGuarantee Agreement.
Appears in 1 contract
Samples: Note Purchase Agreement (John Bean Technologies CORP)
