Guarantees Unconditional Clause Samples
Guarantees Unconditional. The obligations of each Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Loan Party or any other Person under any Loan Document, by operation of law or otherwise, (ii) any modification or amendment of or supplement to this Agreement or any other Loan Document, (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, such Subsidiary Guarantor, any other Loan Party or any other Person under any Loan Document, (iv) any change in the corporate existence, structure or ownership of the Borrower, such Subsidiary Guarantor, any other Loan Party or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, such Subsidiary Guarantor, any other Loan Party or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or any other Person contained in any Loan Document, (v) the existence of any claim, set-off or other rights which such Subsidiary Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender, the Issuing Bank, any other Subsidiary Guarantor or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim, (vi) any invalidity or unenforceability relating to or against the Borrower, any other Loan Party or any other Person for any reason of this Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, of the principal or the interest or any other amount payable by the Borrower under any Loan Document or (vii) any other act or omission to act or delay of any kind by the Borrower, any other Loan Party, the Administrative Agent, any Lender, the Issuing Bank 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 obligations of such Subsidiary Guarantor hereunder.
Guarantees Unconditional. 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
12.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Security, by operation of law or otherwise;
12.2.2 any modification or amendment of or supplement to the Indenture or any Security;
12.2.3 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 Security;
12.2.4 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;
12.2.5 any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or
12.2.6 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 Section 12.2.6, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.
Guarantees Unconditional. Except as otherwise provided herein, nothing contained in this Indenture or in any Guarantee is intended to or shall impair, as between the Subsidiary Guarantors and the Holders, the Guarantees, which are absolute and unconditional, as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Subsidiary Guarantors, other than the holders of the Senior Debt, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Twelve, of the holders of Senior Debt in respect of cash, property or securities of any Subsidiary Guarantor received upon the exercise of any such remedy. Upon any distribution of assets of any Subsidiary Guarantor referred to in this Article Twelve, the Trustee, subject to the provisions of Section 7.01, and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any insolvency or liquidation proceedings is pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of such Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Twelve.
Guarantees Unconditional. The obligations of each Guarantor under this Article II shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
Guarantees Unconditional. The Guaranteed Obligations shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of a Loan Party under the Loan Documents and/or any Commitment(s) under the Loan Documents, by operation of law or otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the obligations of the Guarantors under this Article IX);
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document (other than with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the obligations of the Guarantors under this Article IX);
(c) any change in the corporate existence, structure or ownership of the Borrower or any other Person, or any event of the type described in Section 8.1(f) with respect to any Person;
(d) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent or any other Person, whether in connection herewith or with any unrelated transactions;
(e) any invalidity or unenforceability relating to or against any Loan Party for any reason of any Loan Document, or any Applicable Law purporting to prohibit the performance by any Loan Party of any of its Obligations (other than any such invalidity or unenforceability with respect solely to the obligations of the Guarantors under this Article IX); or
(f) any other act or omission to act or delay of any kind by any Loan Party, the Administrative Agent or any other Person or any other circumstance whatsoever that might, but for the provisions of this Section 9.2, constitute a legal or equitable discharge of the obligations of any Loan Party under the Loan Documents.
Guarantees Unconditional. 91 Section 12.05. When Distribution Must Be Paid Over.................................................. 91 Section 12.06. Notice by the Company................................................................ 92 Section 12.07. Subrogation.......................................................................... 92 Section 12.08. Relative Rights...................................................................... 92 Section 12.09. Subordination May Not Be Impaired by the Company..................................... 93 Section 12.10. Distribution or Notice to Representative............................................. 93 Section 12.11. Rights of Trustee and Paying Agent................................................... 93 Section 12.12. Authorization to Effect Subordination................................................ 93 Section 12.13. Amendments........................................................................... 99 ARTICLE THIRTEEN
Guarantees Unconditional. To the extent permitted by law, the obligations of each Guarantor under its Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
Guarantees Unconditional. 58 Section 12.06. Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.................................. 59 Section 12.07. Application by Trustee of Assets Deposited With It... 59 Section 12.08.
Guarantees Unconditional. Except as otherwise provided herein, nothing contained in this Indenture or in any Guarantee is intended to or shall impair, as between the Subsidiary Guarantors and the Holders, the Guarantees, which are absolute and unconditional, as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Subsidiary Guarantors, other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Twelve, of the holders of Senior Indebtedness in respect of cash, property or securities of any Subsidiary Guarantor received upon the exercise of any such remedy. Upon any distribution of assets of any Subsidiary Guarantor referred to in this Article Twelve, the Trustee, subject to the provisions of Section 7.01, and the Holders
Guarantees Unconditional. 61 SECTION 10.3