Common use of Effect of Certain Events Clause in Contracts

Effect of Certain Events. Guarantor agrees that, except as otherwise expressly provided in Section 3(b) hereof, Guarantor's liability hereunder will not be released, reduced or impaired by the occurrence of any of the following events: (a) the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment or other similar proceeding affecting the status, composition, identity, existence, assets or obligations of Debtor, or the disaffirmance or termination of any of the Obligations or the Contract in or as a result of any such proceeding; (b) the renewal, consolidation, extension, modification or amendment from time to time of the Contract or any document, instrument or agreement relating to any Obligation, provided, however, that notwithstanding anything contained in this Guaranty or the Contract to the contrary, Creditor and Debtor may not, without the prior written consent of Guarantor, (i) extend or lengthen the Term of the Contract (as defined in the Contract as of the date hereof) beyond or (ii) change, modify or amend the definition of the term "Capacity Charges" (as defined in the Contract as of the date hereof) in any manner that would increase Guarantor's liability under this Guaranty; (c) the failure, delay, waiver or refusal by Creditor to exercise, in whole or in part, any right or remedy held by Creditor with respect to the Contract or the Obligations thereunder; or (d) the sale, encumbrance, transfer or other modification of the ownership of Debtor or Creditor or any change in the name, identity, business, structure, composition, financial condition or management (including, without limitation, by reason of a merger, dissolution, consolidation or reorganization) of Debtor or Creditor; (e) future changes in conditions, including change of law, or any invalidity, unenforceability or irregularity with respect to the execution and delivery of the Contract or this Guaranty; and (f) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, subject to clause (ii) of Section 1 hereof.

Effect of Certain Events. Guarantor agrees that, except as ------------------------ otherwise expressly provided in Section 3(b) hereof, Guarantor's liability hereunder will not be released, reduced or impaired by the occurrence of any of the following events: (a) the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment or other similar proceeding affecting the status, composition, identity, existence, assets or obligations of Debtor, or the disaffirmance or termination of any of the Obligations or the Contract in or as a result of any such proceeding; (b) the renewal, consolidation, extension, modification or amendment from time to time of the Contract or any document, instrument or agreement relating to any Obligation, provided, however, that notwithstanding anything contained in this Guaranty or the Contract to the contrary, Creditor and Debtor may not, without the prior written consent of Guarantor, (i) extend or lengthen the Term of the Contract (as defined in the Contract as of the date hereof) beyond or (ii) change, modify or amend the definition of the term "Capacity Charges" (as defined in the Contract as of the date hereof) in any manner that would increase Guarantor's liability under this Guaranty; (c) the failure, delay, waiver or refusal by Creditor to exercise, in whole or in part, any right or remedy held by Creditor with respect to the Contract or the Obligations thereunder; or (d) the sale, encumbrance, transfer or other modification of the ownership of Debtor or Creditor or any change in the name, identity, business, structure, composition, financial condition or management (including, without limitation, by reason of a merger, dissolution, consolidation or reorganization) of Debtor or Creditor; (e) future changes in conditions, including change of law, or any invalidity, unenforceability or irregularity with respect to the execution and delivery of the Contract or this Guaranty; and (f) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, subject to clause (ii) of Section 1 hereof.

Effect of Certain Events. Guarantor agrees that, except as otherwise expressly provided in Section 3(b) hereof, that Guarantor's liability hereunder will not be released, reduced reduced, affected or impaired by the occurrence of any one or more of the following events: (a) the The liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, release, merger, receivership or discharge of Debtor, or the arrangement, composition or readjustment or other similar proceeding affecting the status, composition, identity, existence, assets or obligations of Debtor, or the disaffirmance or termination of any of the Obligations or the Contract Agreements in or as a result of any such proceeding; (b) the The renewal, consolidation, extension, modification modification, supplementation, termination or amendment from time to time of the Contract or any document, instrument or agreement relating to any Obligation, provided, however, that notwithstanding anything contained in this Guaranty or the Contract to the contrary, Creditor and Debtor may not, without the prior written consent of Guarantor, (i) extend or lengthen the Term of the Contract (as defined in Agreements that might otherwise affect the Contract as of the date hereof) beyond or (ii) change, modify or amend the definition of the term "Capacity Charges" (as defined in the Contract as of the date hereof) in any manner that would increase Guarantor's liability under this GuarantyObligations; (c) Except as to applicable statutes of limitation, the failure, delay, lack of diligence, waiver or refusal by Creditor to exercise, in whole or in part, any right or remedy held by Creditor with respect to the Contract Agreements or the Obligations thereunder; orObligations; (d) the The sale, encumbrance, transfer or other modification of the ownership of Debtor or Creditor or any the change in the name, identity, business, structure, composition, financial condition or management (including, without limitation, by reason of a merger, dissolution, consolidation or reorganization) of Debtor or CreditorDebtor; (e) future changes in conditions, including change Lack of law, consideration or any invalidity, unenforceability or irregularity with respect to other deficiency in the execution and delivery formation of the Contract or this Guaranty; andAgreement and any and all amendments and modifications thereof; (f) any other circumstance which might otherwise constitute a legal Lack of organizational power or equitable discharge authority of Guarantor or defense Debtor; or (g) Any changes to the ownership of a guarantor the Debtor or suretyits asset structure, subject including but not limited to clause (ii) of Section 1 hereofsale, merger, acquisition, encumbrance, lien, hypothecation or otherwise.

Effect of Certain Events. Guarantor agrees that, except as otherwise expressly provided in Section 3(b) hereof, Guarantor's liability hereunder will not be released, reduced or impaired by the occurrence of any of the following events: (a) the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment or other similar proceeding affecting the status, composition, identity, existence, assets or obligations of Debtor, or the disaffirmance or termination of any of the Obligations or the Contract in or as a result of any such proceeding; (b) the renewal, consolidation, extension, modification or amendment from time to time of the Contract or any document, instrument or agreement relating to any Obligation, provided, however, that notwithstanding anything contained in this Guaranty or the Contract to the contrary, Creditor and Debtor may not, without the prior written consent of Guarantor, (i) extend or lengthen the Term of the Contract (as defined in the Contract as of the date hereof) beyond , or (ii) change, modify or amend the definition of the term "Capacity Charges" (as defined in the Contract as of the date hereof) in any manner that would increase Guarantor's liability under this Guaranty; (c) the failure, delay, waiver or refusal by Creditor to exercise, in whole or in part, any right or remedy held by Creditor with respect to the Contract or the Obligations thereunder; or (d) the sale, encumbrance, transfer or other modification of the ownership of Debtor or Creditor or any change in the name, identity, business, structure, composition, financial condition or management (including, without limitation, by reason of a merger, dissolution, consolidation or reorganization) of Debtor or Creditor; (e) future changes in conditions, including change of law, or any invalidity, unenforceability or irregularity with respect to the execution and delivery of the Contract or this Guaranty; and (f) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, subject to clause (ii) of Section 1 hereof.

Effect of Certain Events. Guarantor agrees that, except as otherwise expressly provided in Section 3(b) hereof, Guarantor's liability hereunder will not be released, reduced or impaired by the occurrence of any of the following events: (a) the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment or other similar proceeding affecting the status, composition, identity, existence, assets or obligations of Debtor, or the disaffirmance or termination of any of the Obligations or the Contract in or as a result of any such proceeding; (b) the renewal, consolidation, extension, modification or amendment from time to time of the Contract or any document, instrument or agreement relating to any Obligation, provided, however, that notwithstanding anything contained in this Guaranty or the Contract to the contrary, Creditor and Debtor may not, without the prior written consent of Guarantor, (i) extend or lengthen the Term of the Contract (as defined in the Contract as of the date hereof) beyond or . (ii) change, modify or amend the definition of the term "Capacity Charges" (as defined in the Contract as of the date hereof) in any manner that would increase Guarantor's liability under this Guaranty; (c) the failure, delay, waiver or refusal by Creditor to exercise, in whole or in part, any right or remedy held by Creditor with respect to the Contract or the Obligations thereunder; or (d) the sale, encumbrance, transfer or other modification of the ownership of Debtor or Creditor or any change in the name, identity, business, structure, composition, financial condition or management (including, without limitation, by reason of a merger, dissolution, consolidation or reorganization) of Debtor or Creditor; (e) future changes in conditions, including change of law, or any invalidity, unenforceability or irregularity with respect to the execution and delivery of the Contract or this Guaranty; and (f) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, subject to clause (ii) of Section 1 hereof.

Effect of Certain Events. Guarantor agrees that, except as ------------------------ otherwise expressly provided in Section 3(b) hereof, Guarantor's liability hereunder will not be released, reduced or impaired by the occurrence of any of the following events: (a) the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment or other similar proceeding affecting the status, composition, identity, existence, assets or obligations of Debtor, or the disaffirmance or termination of any of the Obligations or the Contract in or as a result of any such proceeding; (b) the renewal, consolidation, extension, modification or amendment from time to time of the Contract or any document, instrument or agreement relating to any Obligation, provided, however, that notwithstanding anything contained in this Guaranty or the Contract to the contrary, Creditor and Debtor may not, without the prior written consent of Guarantor, (i) extend or lengthen the Term of the Contract (as defined in the Contract as of the date hereof) beyond or ____________. (ii) change, modify or amend the definition of the term "Capacity Charges" (as defined in the Contract as of the date hereof) in any manner that would increase Guarantor's liability under this Guaranty; (c) the failure, delay, waiver or refusal by Creditor to exercise, in whole or in part, any right or remedy held by Creditor with respect to the Contract or the Obligations thereunder; or (d) the sale, encumbrance, transfer or other modification of the ownership of Debtor or Creditor or any change in the name, identity, business, structure, composition, financial condition or management (including, without limitation, by reason of a merger, dissolution, consolidation or reorganization) of Debtor or Creditor; (e) future changes in conditions, including change of law, or any invalidity, unenforceability or irregularity with respect to the execution and delivery of the Contract or this Guaranty; and (f) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, subject to clause (ii) of Section 1 hereof.

Effect of Certain Events. Guarantor agrees that, except as otherwise expressly provided in Section 3(b) hereof, Guarantor's that its liability to the Company hereunder will shall not be released, reduced or impaired by the occurrence of any one or more of the following events: following: (a) the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment or other similar proceeding affecting the status, composition, identity, existence, assets or obligations of Debtorreceivership, or the disaffirmance or termination of any discharge of the Obligations Company, the Guarantor, or either of the Contract in or as a result of any such proceeding; Obligors; (b) the renewal, consolidation, extension, modification failure or amendment from time to time of delay by the Contract or any document, instrument or agreement relating to any Obligation, provided, however, that notwithstanding anything contained in this Guaranty or the Contract to the contrary, Creditor and Debtor may not, without the prior written consent of Guarantor, (i) extend or lengthen the Term of the Contract (as defined in the Contract as of the date hereof) beyond or (ii) change, modify or amend the definition of the term "Capacity Charges" (as defined in the Contract as of the date hereof) in any manner that would increase Guarantor's liability under this Guaranty; (c) the failure, delay, waiver or refusal by Creditor Company to exercise, in whole or in part, any right or remedy held by Creditor or to assert any claim or demand of the Company or any other Person with respect to the Contract or the Obligations thereunderthis Guaranty; or (dc) the sale, encumbrance, transfer or other modification of the ownership of Debtor or Creditor the Company, or any change in the name, identity, business, structure, composition, financial condition or management of the Company; (includingd) lack of consideration with respect to this Guaranty or the invalidity or unenforceability, without limitationin whole or in party, by reason of a mergerany provision of this Guaranty; (e) lack of corporate power or authority of, dissolutionor any incapacity or lack of authority of, Guarantor or either Obligor, or the Company; (f) the adequacy of any other means the Company may have of obtaining payment of the obligations; (g) the existence of any claim, set-off or other rights that Guarantor may have at any time against the Company or either Obligor, whether in connection with the Guaranteed Obligations or otherwise; or (h) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or reorganization) other amendment or modification of Debtor any of the terms or Creditor; (e) future changes provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in conditionsconnection with any of the Guaranteed Obligations. Guarantor agrees that the Company may at any time and from time to time, including change without notice to or further consent of lawGuarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make any agreement with the Obligors for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any invalidity, unenforceability or irregularity with respect to the execution and delivery modification of the Contract terms thereof or of any agreement between the Company and any Obligor without in any way impairing or affecting this Guaranty; and (f) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, subject to clause (ii) of Section 1 hereof.

Effect of Certain Events. Guarantor agrees that, except as otherwise ------------------------ expressly provided in Section 3(b) hereof, Guarantor's liability hereunder will not be released, reduced or impaired by the occurrence of any of the following events: (a) the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment or other similar proceeding affecting the status, composition, identity, existence, assets or obligations of Debtor, or the disaffirmance or termination of any of the Obligations or the Contract in or as a result of any such proceeding; (b) the renewal, consolidation, extension, modification or amendment from time to time of the Contract or any document, instrument or agreement relating to any Obligation, provided, however, that notwithstanding anything contained in this Guaranty or the Contract to the contrary, Creditor and Debtor may not, without the prior written consent of Guarantor, (i) extend or lengthen the Term of the Contract (as defined in the Contract as of the date hereof) beyond _____________, or (ii) change, modify or amend the definition of the term "Capacity Charges" (as defined in the Contract as of the date hereof) in any manner that would increase Guarantor's liability under this Guaranty; (c) the failure, delay, waiver or refusal by Creditor to exercise, in whole or in part, any right or remedy held by Creditor with respect to the Contract or the Obligations thereunder; or (d) the sale, encumbrance, transfer or other modification of the ownership of Debtor or Creditor or any change in the name, identity, business, structure, composition, financial condition or management (including, without limitation, by reason of a merger, dissolution, consolidation or reorganization) of Debtor or Creditor; (e) future changes in conditions, including change of law, or any invalidity, unenforceability or irregularity with respect to the execution and delivery of the Contract or this Guaranty; and (f) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, subject to clause (ii) of Section 1 hereof.