Common use of Guarantee Unconditional, etc Clause in Contracts

Guarantee Unconditional, etc. The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the obligations of the Guarantor hereunder and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under any series of Notes or the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under the Indenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

Appears in 3 contracts

Samples: Second Supplemental Indenture (Genworth Financial Inc), Supplemental Indenture (Genworth Holdings, Inc.), Supplemental Indenture (Genworth Financial Inc)

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Guarantee Unconditional, etc. The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the obligations of the Guarantor hereunder and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under any series of Notes or the obligations of the Guarantor hereunder. The obligations of the Parent Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any NoteSecurity, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any NoteSecurity; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any NoteSecurity; (d) the existence of any claim, set-off or other rights which the Parent Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal Principal of, premium, if any, or interest on any Note Security or any other amount payable by the Company under the Indenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Appears in 2 contracts

Samples: Senior Indenture (Ak Steel Holding Corp), Senior Indenture (Ak Steel Corp)

Guarantee Unconditional, etc. The Upon failure of payment when due of any obligations covered by the Guarantee for whatever reason, each Guarantor waives presentation towill be obligated to pay the same immediately. Each Guarantor hereby agrees that its obligations hereunder shall be continuing, demand absolute and unconditional, irrespective of, payment from and protest to : the recovery of any judgment against the Company of or any of the obligations of the Guarantor hereunder and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under any series of Notes or the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Senior Subordinated Note, by operation of law or otherwise; (b) ; any modification or amendment of or supplement to the this Indenture or any Senior Subordinated Note; (c) ; any change in the corporate existence, structure or ownership of the CompanyCompany or any Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its any Guarantor or any of their assets or any resulting release or discharge of any obligation of the Company or any Guarantor contained in the this Indenture or any Senior Subordinated Note; (d) ; the existence of any claim, set-off or other rights which the any Guarantor may have at any time against the Company, any Guarantor, the Trustee Trustee, any Securityholder or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided provided, that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) ; any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Senior Subordinated Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal ofprincipal, premium, if any, or interest on or any Senior Subordinated Note or any other amount payable by the Company under the IndentureGuarantee; or (f) or any other act or omission to act or delay of any kind by the CompanyCompany or any Guarantor, the Trustee Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantors' obligations hereunder. Each Guarantor's obligations hereunder shall remain in full force and effect until this Indenture shall have terminated and the principal of and interest on the Senior Subordinated Notes and all other Guarantees shall have been paid in full. If at any time any payment of the principal of or defense interest on any Senior Subordinated Notes or any other payment in respect of any Guarantees is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and this Article Twelve, to the Guarantor’s obligations hereunderextent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof.

Appears in 2 contracts

Samples: Indenture (Trism Inc /De/), Indenture (Trism Inc /De/)

Guarantee Unconditional, etc. The Upon failure of payment when due of any obligations covered by the Guarantee for whatever reason, each Guarantor waives presentation towill be obligated to pay the same immediately. Each Guarantor hereby agrees that its obligations hereunder shall be continuing, demand absolute and unconditional, irrespective of, payment from and protest to : the recovery of any judgment against the Company of or any of the obligations of the Guarantor hereunder and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under any series of Notes or the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Senior Note, by operation of law or otherwise; (b) ; any modification or amendment of or supplement to the this Indenture or any Senior Note; (c) ; any change in the corporate existence, structure or ownership of the CompanyCompany or any Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its any Guarantor or any of their assets or any resulting release or discharge of any obligation of the Company or any Guarantor contained in the this Indenture or any Senior Note; (d) ; the existence of any claim, set-off or other rights which the any Guarantor may have at any time against the Company, any Guarantor, the Trustee Trustee, any Securityholder or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided provided, that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) ; any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Senior Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal ofprincipal, premium, if any, or interest on or any Senior Note or any other amount payable by the Company under the IndentureGuarantee; or (f) or any other act or omission to act or delay of any kind by the CompanyCompany or any Guarantor, the Trustee Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantors= obligations hereunder. Each Guarantor=s obligations hereunder shall remain in full force and effect until this Indenture shall have terminated and the principal of and interest on the Senior Subordinated Notes and all other Guarantees shall have been paid in full. If at any time any payment of the principal of or defense interest on any Senior Subordinated Notes or any other payment in respect of any Guarantees is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor=s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and this Article Twelve, to the Guarantor’s obligations hereunderextent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof.

Appears in 1 contract

Samples: Indenture (Trism Inc /De/)

Guarantee Unconditional, etc. The Guarantor waives presentation to, demand of, Upon failure of payment from and protest to the Company when due of any of obligations covered by the Guarantee for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor hereby agrees that its obligations of hereunder shall be continuing, absolute and unconditional, irrespective of: the Guarantor hereunder and also waives notice of protest for nonpayment. The Guarantor waives notice recovery of any default under judgment against Publishing or any series of Notes or the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Publishing under the this Indenture or any Senior Note, by operation of law or otherwise; (b) ; any modification or amendment of or supplement to the this Indenture or any Senior Note; (c) ; any change in the corporate existence, structure or ownership of the CompanyPublishing or any Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Publishing or its any Guarantor or any of their assets or any resulting release or discharge of any obligation of the Company Publishing or any Guarantor contained in the this Indenture or any Senior Note; (d) ; the existence of any claim, set-off or other rights which the any Guarantor may have at any time against the CompanyPublishing, any Guarantor, the Trustee Trustee, any Securityholder or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided provided, that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) ; any invalidity or unenforceability relating to or against the Company Publishing for any reason of the this Indenture or any Senior Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Publishing of the principal ofprincipal, premium, if any, or interest on or any Senior Note or any other amount payable by the Company under the IndentureGuarantee; or (f) or any other act or omission to act or delay of any kind by the CompanyPublishing or any Guarantor, the Trustee Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantors' obligations hereunder. Each Guarantor's obligations hereunder shall remain in full force and effect until this Indenture shall have terminated and the principal of and interest on the Senior Notes and all other Guarantees shall have been paid in full. If at any time any payment of the principal of or defense interest on any Senior Notes or any other payment in respect of any Guarantees is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Publishing or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and this Article Eleven, to the Guarantor’s obligations hereunderextent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against Publishing with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by Publishing in respect thereof.

Appears in 1 contract

Samples: Indenture (Golden Books Family Entertainment Inc)

Guarantee Unconditional, etc. The Upon failure of payment when due of any Guarantee for whatever reason, each Guarantor waives presentation towill be obligated to pay the same immediately. Each Guarantor hereby agrees that its obligations hereunder shall be continuing, demand absolute and unconditional, irrespective of, payment from and protest to : the recovery of any judgment against the Company of or any of the obligations of the Guarantor hereunder and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under any series of Notes or the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any NoteSecurity, by operation of law or otherwise; (b) ; any modification or amendment of or supplement to the this Indenture or any Note; (c) Security; any change in the corporate existence, structure or ownership of the Companycompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d) Security; the existence of or any claim, set-off or other rights which the any Guarantor may have at any time against the Company, the Trustee Trustee, any Securityholder or any other Person, whether in connection with the Indenture herewith or any unrelated transactions; PROVIDED, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) ; any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal ofprincipal, premium, if any, or interest on any Note Security or any other amount payable by the Company under the IndentureGuarantee; or (f) or any other act or omission to act or delay of any kind by the Company, the Trustee Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantors' obligations hereunder. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or defense bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demand whatsoever and covenants that this Guarantee will not be discharge except by the complete performance of the obligations contained in the Securities, this Indenture and in this Article 12. Each Guarantor's obligations hereunder shall remain in full force and effect until this Indenture shall have terminated and the principal of and interest on the Securities and all other Guarantees shall have been paid in full. If at any time any payment of the principal of or interest on any Security or any other payment in respect of any Guarantee is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and this Article 12, to the Guarantor’s obligations hereunderextent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of the law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof.

Appears in 1 contract

Samples: Indenture (Price Communications Corp)

Guarantee Unconditional, etc. The Upon failure of payment when due of any Guarantee for whatever reason, each Guarantor waives presentation towill be obligated to pay the same immediately. Each Guarantor hereby agrees that its obligations hereunder shall be continuing, demand absolute and unconditional, irrespective of, payment from and protest to : the recovery of any judgment against the Company of or any of the obligations of the Guarantor hereunder and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under any series of Notes or the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any NoteSecurity, by operation of law or otherwise; (b) ; any modification or amendment of or supplement to the this Indenture or any Note; (c) Security; any change in the corporate existence, structure or ownership of the Companycompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d) Security; the existence of or any claim, set-off or other rights which the any Guarantor may have at any time against the Company, the Trustee Trustee, any Securityholder or any other Person, whether in connection with the Indenture herewith or any unrelated transactions; provided, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) ; any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal ofprincipal, premium, if any, or interest on any Note Security or any other amount payable by the Company under the IndentureGuarantee; or (f) or any other act or omission to act or delay of any kind by the Company, the Trustee Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantors' obligations hereunder. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or defense bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demand whatsoever and covenants that this Guarantee will not be discharge except by the complete performance of the obligations contained in the Securities, this Indenture and in this Article 12. Each Guarantor's obligations hereunder shall remain in full force and effect until this Indenture shall have terminated and the principal of and interest on the Securities and all other Guarantees shall have been paid in full. If at any time any payment of the principal of or interest on any Security or any other payment in respect of any Guarantee is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and this Article 12, to the Guarantor’s obligations hereunderextent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of the law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof.

Appears in 1 contract

Samples: Indenture (Montgomery Cellular Telephone Co Inc)

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Guarantee Unconditional, etc. The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the obligations of the Guarantor hereunder and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under any series of the Notes or the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Notethe Notes, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Notethe Notes; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Notethe Notes; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Notethe Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under the Indenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Genworth Financial Inc)

Guarantee Unconditional, etc. The Guarantor waives presentation to, demand of, Upon failure of payment from and protest to the Company when due of any of obligations covered by the Guarantee for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor hereby agrees that its obligations of hereunder shall be continuing, absolute and unconditional, irrespective of: the Guarantor hereunder and also waives notice of protest for nonpayment. The Guarantor waives notice recovery of any default under judgment against Publishing or any series of Notes or the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Publishing under the this Indenture or any Senior Note, by operation of law or otherwise; (b) ; any modification or amendment of or supplement to the this Indenture or any Senior Note; (c) ; any change in the corporate existence, structure or ownership of the CompanyPublishing or any Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Publishing or its any Guarantor or any of their assets or any resulting release or discharge of any obligation of the Company Publishing or any Guarantor contained in the this Indenture or any Senior Note; (d) ; the existence of any claim, set-off or other rights which the any Guarantor may have at any time against the CompanyPublishing, any Guarantor, the Trustee Trustee, any Securityholder or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided provided, that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) ; any invalidity or unenforceability relating to or against the Company Publishing for any reason of the this Indenture or any Senior Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Publishing of the principal ofprincipal, premium, if any, or interest on or any Senior Note or any other amount payable by the Company under the IndentureGuarantee; or (f) or any other act or omission to act or delay of any kind by the CompanyPublishing or any Guarantor, the Trustee Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantors' obligations hereunder. Each Guarantor's obligations hereunder shall remain in full force and effect until this Indenture shall have terminated and the principal of and interest on the Senior Notes and all other Guarantees shall have been paid in full. If at any time any payment of the principal of or defense interest on any Senior Notes or any other payment in respect of any Guarantees is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Publishing or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and this Article 11, to the Guarantor’s obligations hereunderextent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against Publishing with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by Publishing in respect thereof.

Appears in 1 contract

Samples: Indenture (Golden Books Family Entertainment Inc)

Guarantee Unconditional, etc. The Upon failure of payment when due of any Guaranteed Obligation for whatever reason, each Guarantor waives presentation towill be obligated to pay the same immediately. Each Guarantor hereby agrees that its obligations hereunder shall be continuing, demand absolute and unconditional, irrespective of, payment from and protest to : the recovery of any judgment against the Company of or any of the obligations of the Guarantor hereunder and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under any series of Notes or the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any NoteSecurity, by operation of law or otherwise; (b) ; any modification or amendment of or supplement to the this Indenture or any Note; (c) Security; any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d) Security; the existence of any claim, set-off or other rights which the any Guarantor may have at any time against the Company, the Trustee Trustee, any Securityholder or any other Person, whether in connection with the Indenture herewith or any unrelated transactions; PROVIDED, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) ; any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal ofprincipal, premium, if any, or interest on any Note Security or any other amount payable by the Company under the IndentureGuaranteed Obligation; or (f) or any other act or omission to act or delay of any kind by the Company, the Trustee Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantors' obligations hereunder. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or defense bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demand whatsoever and covenants that this Guarantee will not be discharged except by the complete performance of the obligations contained in the Securities, this Indenture and in this Article 10. Each Guarantor's obligations hereunder shall remain in full force and effect until the Indenture shall have terminated and the principal of and interest on the Securities and all other Guaranteed Obligations shall have been paid in full. If at any time any payment of the principal of or interest on any Security or any other payment in respect of any Guaranteed Obligation is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and this Article 10, to the Guarantor’s obligations hereunderextent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof.

Appears in 1 contract

Samples: Indenture (Spinnaker Industries Inc)

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