Common use of Guarantees Unconditional Clause in Contracts

Guarantees Unconditional. The obligations of each 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 this Agreement, by operation of law or otherwise, (ii) any modification or amendment of or supplement to this Agreement, (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, such Guarantor, any other Loan Party or any other Person under this Agreement, (iv) any change in the corporate or company existence, structure or ownership of the Borrower, such 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 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 Guarantor, any other Guarantor or any other Person contained in this Agreement, (v) the existence of any claim, set-off or other rights which such Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender, the Issuing Bank, any other 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 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 this Agreement 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 Guarantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Delhaize Group)

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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 this Agreementany Loan Document, by operation of law or otherwise, (ii) any modification or amendment of or supplement to this AgreementAgreement 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 this Agreementany Loan Document, (iv) any change in the corporate or company 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 this Agreementany 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 AgreementAgreement 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 this Agreement 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.

Appears in 1 contract

Samples: Credit Agreement (Delhaize America Inc)

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 this Agreement, by operation of law or otherwise, (ii) any modification or amendment of or supplement to this Agreement, (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 this Agreement, (iv) any change in the corporate or company 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 this Agreement, (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 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 this Agreement 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.

Appears in 1 contract

Samples: Credit Agreement (Delhaize America Inc)

Guarantees Unconditional. The obligations of each Guarantor hereunder under its Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted under applicable law, will not be released, discharged or otherwise affected by by: (i) any i)any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Loan Party Guarantor or any other Person under this Agreementany Loan Document, by operation of law or otherwise, ; (ii) any ii)any modification or amendment of or supplement to this Agreement, any Loan Document; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, such Guarantor, any other Loan Party or any other Person under this Agreement, (iv) any iii)any change in the corporate or company existence, structure or ownership of the Borrower, such Guarantor, any other Loan Party Guarantor or any other Person or any of their respective Subsidiariessubsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, such Guarantor, any other Loan Party Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, such Guarantor, any other Guarantor or any other Person contained in this Agreement, under any Loan Document; (v) the iv)the existence of any claim, set-off or other rights which right whatsoever (in any case, whether based on contract, tort or any other theory) that such Guarantor may have at any time against the Borrower, the Administrative Agentany other Guarantor, any Lender, the Issuing Bank, any other Guarantor Guaranteed Party or any other Person, whether in connection herewith with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim, ; (vi) any v)any invalidity or unenforceability relating to or against the Borrower, any other Loan Party Guarantor or any other Person for any reason of this Agreementany Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by the Borrower, of the principal or the interest any other Guarantor or any other amount payable by Person; (vi)any failure of any Guaranteed Party to disclose to any Guarantor any information relating to the Borrower under this Agreement business, condition (financial or otherwise), operations, performance, properties or prospects of any Credit Party now or hereafter known to such Guaranteed Party (each Guarantor waiving any duty on the part of the Guaranteed Parties to disclose such information); or (vii) vii)other than satisfaction in full of the Release Conditions, any other act or omission to act or delay of any kind by the Borrower, any other Loan Party, the Administrative AgentGuarantor, any Lenderother party to any Loan Document, the Issuing Bank any Guaranteed Party or any other Person Person, or any other circumstance whatsoever which that might, but for the provisions of this paragraphclause (vii), constitute a legal or equitable discharge of or defense to obligations any obligation of such any Guarantor hereunder.. (c)

Appears in 1 contract

Samples: Guarantee Agreement

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Guarantees Unconditional. The obligations of each 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 this Agreement, by operation of law or otherwise, (ii) any modification or amendment of or supplement to this Agreement, (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, such Guarantor, any other Loan Party or any other Person under this Agreement, (iv) any change in the corporate or company legal existence, structure or ownership of the Borrower, such 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 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 Guarantor, any other Guarantor or any other Person contained in this Agreement, (v) the existence of any claim, set-off or other rights which such Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender, the any Issuing Bank, any other 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 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 this Agreement 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 any 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 Guarantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Delhaize Group)

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