Common use of General Provisions Relating to This Agreement Clause in Contracts

General Provisions Relating to This Agreement. (a) The obligations of the Guarantor under this Agreement shall remain in full force and effect until each and all of such obligations shall have been fully discharged in accordance with the terms and provisions hereof. (b) This Agreement and the liability of the Guarantor hereunder, to the fullest extent permitted by Applicable Law, shall not be affected by and shall remain in full force and effect irrespective of: (i) the legality, validity, regularity, genuineness or enforceability, in whole or in part, of any document or agreement, including, without limitation, the Trust Agreement, the Operative Documents or any of them, or of any assignment (other than as contemplated by Section 2(a) hereof), amendment, modification, waiver or termination of the Trust Agreement; (ii) the transfer, assignment, subletting or mortgaging or the purported transfer, assignment, subletting or mortgaging of all or any part of the interest of any Person in the Aircraft; (iii) any failure of title with respect to the Aircraft; (iv) any merger or consolidation of any Person into or with any other Person or any sale, lease or transfer of any of the assets of any Person to any other Person; (v) an assignment or any change in the ownership of any partnership interest or shares of capital stock other than transfer permitted by Article 13 of the Purchase Agreement or by the Trust Agreement; or (vi) any other occurrence or circumstance that might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against the Guarantor as a guarantor, including, without limitation, any defense arising out of any laws of the Republic of Finland or of the United States or any State thereof that would either exempt, modify or delay the due or punctual performance of the obligations of the Guarantor hereunder. (c) The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties. (d) The obligations and liabilities of the Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected (i) by any setoff, defense or counterclaim that the Trust Company, the Owner Trustee or the Guarantor or any other Person may have or claim to have, at any time or from time to time (other than full payment or performance of the guaranteed obligations), or (ii) by the commencement by or against the Trust Company, the Owner Trustee or the Guarantor or any other Person of any proceedings under any bankruptcy or insolvency law or laws relating to fraudulent conveyance, the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Except as otherwise expressly set forth herein, no act or omission of any kind or at any time on the part of the Owner Trustee, any beneficiary under the Trust Agreement, the Lessee, or any other Person in respect of any matter whatsoever including, without limitation, any omission in performance of their respective obligations under any document or agreement, including, without limitation, the Trust Agreement or any of the Operative Documents, shall in any way affect or impair the guaranty hereunder, save for an express written waiver, release or discharge or the like or variation of its terms, which shall be effective only with respect to the Person granting the same, or performance by any thereof of the terms of any Operative Document. (f) The guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if, at any time, payment, or any part thereof, of any of the obligations hereunder, under the Trust Agreement or under any of the Operative Documents is rescinded or must otherwise be restored or returned by the Beneficiary upon the insolvency, bankruptcy or reorganization of the Trust Company, the Owner Trustee or otherwise, all as though such payment had not been made.

Appears in 2 contracts

Samples: Operating Lease Agreement (Airfund International Limited Partnership), Operating Lease Agreement (American Income Fund I-E)

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General Provisions Relating to This Agreement. (a) The obligations of the Guarantor under this Agreement shall remain in full force and effect until each and all of such obligations shall have been fully discharged in accordance with the terms and provisions hereof. (b) This Agreement and the liability of the Guarantor hereunder, to the fullest extent permitted by Applicable Law, shall not be affected by and shall remain in full force and effect irrespective of: (i) the legality, validity, regularity, genuineness or enforceability, in whole or in part, of any document or agreement, including, without limitation, the Trust Agreement, the Operative Documents or any of them, or of any assignment (other than as contemplated by Section 2(a) hereof), amendment, modification, waiver or termination of the Trust Agreement; (ii) the transfer, assignment, subletting or mortgaging or the purported transfer, assignment, subletting or mortgaging of all or any part of the interest of any Person in the Aircraft; (iii) any failure of title tide with respect to the Aircraft; (iv) any merger or consolidation of any Person into or with any other Person or any sale, lease or transfer of any of the assets of any Person to any other Person; (v) an assignment or any change in the ownership of any partnership interest or shares of capital stock other than an assignment or transfer permitted by Article 13 of the Purchase Agreement or by the Trust Agreement; or (vi) any other occurrence or circumstance that might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor grantor or surety or that might otherwise limit recourse against the Guarantor as a guarantor, including, without limitation, any defense arising out of any laws of the Republic of Finland or of the United States or any State thereof that would either exempt, modify or delay the due or punctual performance of the obligations of the Guarantor hereunder. (c) The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties. (d) The obligations and liabilities of the Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected (i) by any setoff, defense or counterclaim that the Trust Company, the Owner Trustee or the Guarantor or any other Person may have or claim to have, at any time or from time to time (other than full payment or performance of the guaranteed obligations), or (ii) by the commencement by or against the Trust Company, the Owner Trustee or the Guarantor or any other Person of any proceedings under any bankruptcy or insolvency law or laws relating to fraudulent conveyance, the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Except as otherwise expressly set forth herein, no act or omission of any kind or at any time on the part of the Owner Trustee, any beneficiary under the Trust Agreement, the Lessee, or any other Person in respect of any matter whatsoever including, without limitation, any omission in performance of their respective obligations under any document or agreement, including, without limitation, the Trust Agreement or any of the Operative Documents, shall in any way affect or impair the guaranty hereunder, save for an express written waiver, release or discharge or the like or variation of its terms, which shall be effective only with respect to the Person granting the same, or performance by any thereof of the terms of any Operative Document. (f) The guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if, at any time, payment, or any part thereof, of any of the obligations hereunder, under the Trust Agreement or under any of the Operative Documents is rescinded or must otherwise be restored or returned by the Beneficiary upon the insolvency, bankruptcy or reorganization of the Trust Company, the Owner Trustee or otherwise, all as though such payment had not been made.

Appears in 1 contract

Samples: Operating Lease Agreement (Airfund International Limited Partnership)

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General Provisions Relating to This Agreement. (a) The obligations of the Guarantor under this Agreement shall remain in full force and effect until each and all of such obligations shall have been fully discharged in accordance with the terms and provisions hereof. (b) This Agreement and the liability of the Guarantor hereunder, to the fullest extent permitted by Applicable Law, shall not be affected by and shall remain in full force and effect irrespective of: (i) the legality, validity, regularity, genuineness or enforceability, in whole or in part, of any document or agreement, including, without limitation, the Trust Agreement, the Operative Documents or any of them, or of any assignment (other than as contemplated by Section 2(a) hereof), amendment, modification, waiver or termination of the Trust Agreement; (ii) the transfer, assignment, subletting or mortgaging or the purported transfer, assignment, subletting or mortgaging of all or any part of the interest of any Person in the Aircraft; (iii) any failure of title with respect to the Aircraft; (iv) any merger or consolidation of any Person into or with any other Person or any sale, lease or transfer of any of the assets of any Person to any other Person; (v) an assignment or any change in the ownership of any partnership interest or shares of capital stock other than an assignment or transfer permitted by Article 13 of the Purchase Agreement or by the Trust Agreement; or (vi) any other occurrence or circumstance that might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against the Guarantor as a guarantor, including, without limitation, any defense arising out of any laws of the Republic of Finland or of the United States or any State thereof that would either exempt, modify or delay the due or punctual performance of the obligations of the Guarantor hereunder. (c) The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties. (d) The obligations and liabilities of the Guarantor hereunder shall not be impaired, diminished, abated or otherwise affected (i) by any setoff, defense or counterclaim that the Trust Company, the Owner Trustee or the Guarantor or any other Person may have or claim to have, at any time or from time to time (other than full payment or performance of the guaranteed obligations), or (ii) by the commencement by or against the Trust Company, the Owner Trustee or the Guarantor or any other Person of any proceedings under any bankruptcy or insolvency law or laws relating to fraudulent conveyance, the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extension or other similar laws. (e) Except as otherwise expressly set forth herein, no act or omission of any kind or at any time on the part of the Owner Trustee, any beneficiary under the Trust Agreement, the Lessee, or any other Person in respect of any matter whatsoever including, without limitation, any omission in performance of their respective obligations under any document or agreement, including, without limitation, the Trust Agreement or any of the Operative Documents, shall in any way affect or impair the guaranty hereunder, save for an express written waiver, release or discharge or the like or variation of its terms, which shall be effective only with respect to the Person granting the same, or performance by any thereof of the terms of any Operative Document. (f) The guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if, at any time, payment, or any part thereof, of any of the obligations hereunder, under the Trust Agreement or under any of the Operative Documents is rescinded or must otherwise be restored or returned by the Beneficiary upon the insolvency, bankruptcy or reorganization of the Trust Company, the Owner Trustee or otherwise, all as though such payment had not been made.

Appears in 1 contract

Samples: Operating Lease Agreement (American Income Fund I-E)

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