Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 6 contracts
Samples: Revolving Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect theretoLease. The obligations liability and responsibilities of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, andshall not be subject to any counterclaim, in consideration of the direct setoff, or deduction and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be released, discharged, affected or impaired by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner manner, or place of payment of, or in any other term of, all or performance of any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporateLease, limited (ii) any release or discharge of Tenant in any bankruptcy, receivership or other similar proceedings, (iii) the impairment, limitation or modification of the liability company of Tenant or partnership structure the estate of Tenant in bankruptcy or existence of any Credit Party; remedy for the enforcement of Tenant's liability under the Lease, resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of the Lease in any such proceedings, or the assignment or transfer of the Lease by Tenant, (eiv) promptnessany failure, diligenceomission or delay on the part of Landlord, notice to enforce, assert or exercise any right, power or remedy conferred on or available to Landlord in or by the Lease or this Guaranty, or any action on the part of acceptance and Landlord granting indulgence or extension in any other notice with respect form whatsoever or any invalidity, irregularity or unenforceability as to Tenant of all or any part of the Guaranteed Obligations or any security therefore, (v) the waiver by Landlord of the performance or observance by Tenant or Guarantor of any of the agreements, covenants, terms or conditions contained in the Lease or this Guaranty, (vi) any merger, consolidation, reorganization or similar transaction involving Tenant even if Tenant is a disappearing party in such transaction, (vii) the inability of Landlord or any Tenant to enforce any provision of the Lease for any reason, (viii) any change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (ix) any change in the ownership of all or any part of the member interests of Tenant, (x) the inability of Tenant to perform, or the release of Tenant or Guarantor from the performance of, any obligation, agreement, covenant, term or condition under the Lease or this Article XIV and Guaranty by reason of any requirement that Lender exhaust law, regulation or decree, now or hereafter in effect, (xi) any right or take any action against any other Credit Party merger of the leasehold estate of Tenant with the fee estate or any other Person or any Collateral; estate in the Leased Property, or (fxii) any disability or other circumstance (includingdefense of Tenant. Landlord and Tenant, without limitationnotice to or consent by Guarantor, may at any statute of limitations) time or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available totimes enter into such modifications, extensions, amendments, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance covenants with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure respect to the benefit ofLease as they may deem appropriate and Guarantor shall not be released thereby, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV but shall continue to be effective fully liable for the payment and performance of all liabilities, obligations and duties of Tenant under the Lease as so modified, extended or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureamended.
Appears in 6 contracts
Samples: Property Lease Agreement (Brookdale Senior Living Inc.), Property Lease Agreement (Brookdale Senior Living Inc.), Property Lease Agreement (Brookdale Senior Living Inc.)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the timeGuaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, manner power or place of payment ofremedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or in modification, with or without consideration, any other term of, all guaranties with respect to the Guaranteed Obligations or any of the Guaranteed Obligationspart thereof, or any other amendment or waiver obligation of any Person with respect to the Guaranteed Obligations or any consent to departure from part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any Loan Documentpart thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any increase in source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations resulting from the extension of additional credit or to any Credit Party or otherwiseamounts which are not covered by this guaranty; (cg) any taking, exchange, release or non-perfection change in the ownership of any CollateralBorrower or the insolvency, bankruptcy or any takingother change in the legal status of any Borrower; (h) the change in or the imposition of any law, release decree, regulation or amendment other governmental act which does or waiver of might impair, delay or consent to departure from in any other guarantyway affect the validity, for all enforceability or any the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not such Borrower Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Borrower Guarantor's liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 5 contracts
Samples: Day Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect theretoLease. The obligations liability and responsibilities of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, andshall not be subject to any counterclaim, in consideration of the direct setoff, or deduction and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be released, discharged, affected or impaired by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner manner, or place of payment of, or in any other term of, all or performance of any of the Guaranteed Obligations, or any other amendment or waiver of of, or any consent to or departure from from, or termination of, the Lease, (ii) any Loan Documentrelease or discharge of Tenant in any bankruptcy, includingreceivership or other similar proceedings, without limitation(iii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy or of any increase in remedy for the Guaranteed Obligations enforcement of Tenant's liability under the Lease, resulting from the extension operation of additional credit to any Credit Party present or otherwise; future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of the Lease in any such proceedings, or the assignment or transfer of the Lease by Tenant, (civ) any takingfailure, exchangeomission or delay on the part of Landlord, release to enforce, assert or non-perfection of exercise any Collateralright, power or remedy conferred on or available to Landlord in or by the Lease or this Guaranty, or any takingaction on the part of Landlord granting indulgence or extension in any form whatsoever or any invalidity, release irregularity or amendment or waiver unenforceability as to Tenant of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any part of the Guaranteed Obligations or any security therefor, (v) the waiver by Landlord of the performance or observance by Tenant or Guarantor of any of the agreements, covenants, terms or conditions contained in the Lease or this Guaranty, (vi) any merger, consolidation, reorganization or similar transaction involving Tenant even if Tenant ceases to exist as a result of (and is not the surviving party in) such transaction, (vii) the inability of Landlord or Tenant to enforce any provision of the Lease for any reason, (viii) any change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (ix) any change in the ownership of all or any part of the membership interests in Tenant, (x) the inability of Tenant to perform, or the release of Tenant or Guarantor from the performance of, any obligation, agreement, covenant, term or condition under the Lease or this Article XIV and Guaranty by reason of any requirement that Lender exhaust law, regulation or decree, now or hereafter in effect, (xi) any right or take any action against any other Credit Party merger of the leasehold estate of Tenant with the fee estate or any other Person or estate in any Collateral; of the Leased Properties, or (fxii) any disability or other circumstance (includingdefense of Tenant. Landlord and Tenant, without limitationnotice to or consent by Guarantor, may at any statute of limitations) time or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available totimes enter into such modifications, extensions, amendments, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance covenants with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure respect to the benefit ofLease as they may deem appropriate and Guarantor shall not be released thereby, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV but shall continue to be effective fully liable for the payment and performance of all liabilities, obligations and duties of Tenant under the Lease as so modified, extended or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureamended.
Appears in 4 contracts
Samples: Property Lease Agreement (Brookdale Senior Living Inc.), Property Lease Agreement (Brookdale Senior Living Inc.), Lease Guaranty (Brookdale Senior Living Inc.)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect theretoAgreement Regarding Leases. The obligations liability and responsibilities of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, andshall not be subject to any counterclaim, in consideration of the direct setoff, or deduction and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be released, discharged, affected or impaired by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner manner, or place of payment of, or in any other term of, all or performance of any of the Guaranteed Obligations, or any other amendment or waiver of of, or any consent to or departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateralfrom, or any takingtermination of, release or amendment or waiver of or consent to departure from any other guaranty, for all the Agreement Regarding Leases or any of the Guaranteed Obligations; Property Leases, (dii) any changerelease or discharge of ALS Holdings or any Alterra Lessee in any bankruptcy, restructuring receivership or termination other similar proceedings, (iii) the impairment, limitation or modification of the corporate, limited liability company of ALS Holdings or partnership structure the estate of ALS Holdings in bankruptcy or existence any Alterra Lessee or the estate of any Credit Party; Alterra Lessee in bankruptcy, or of any remedy for the enforcement of ALS Holdings' liability under the Agreement Regarding Leases, resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of the Agreement Regarding Leases in any such proceedings, or the assignment or transfer of the Agreement Regarding Leases by ALS Holdings, (eiv) promptnessany failure, diligenceomission or delay on the part of PSLT-ALS Holdings to enforce, notice assert or exercise any right, power or remedy conferred on or available to PSLT-ALS Holdings in or by the Agreement Regarding Leases or this Guaranty, or any action on the part of acceptance and PSLT-ALS Holdings granting indulgence or extension in any other notice with respect form whatsoever or any invalidity, irregularity or unenforceability as to ALS Holdings of all or any part of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person security therefor, (v) the waiver by PSLT-ALS Holdings of the performance or observance by ALS Holdings or Guarantor of any of the agreements, covenants, terms or conditions contained in the Agreement Regarding Leases or this Guaranty, (vi) any merger, consolidation, reorganization or similar transaction involving ALS Holdings even if ALS Holdings ceases to exist as a result of (and is not the surviving party in) such transaction, (vii) the inability of PSLT-ALS Holdings or ALS Holdings to enforce any provision of the Agreement Regarding Leases for any reason, (viii) any change in the corporate relationship between ALS Holdings and Guarantor or any Collateral; or termination of such relationship, (fix) any other circumstance (including, without limitation, any statute change in the ownership of limitations) all or any existence part of or reliance on any representation by Lender that might otherwise constitute a defense available tothe membership interests in ALS Holdings, (x) the inability of ALS Holdings to perform, or a discharge the release of ALS Holdings or Guarantor from the performance of, any Credit Party obligation, agreement, covenant, term or condition under the Agreement Regarding Leases or this Guaranty by reason of any law, regulation or decree, now or hereafter in effect, or (xi) any disability or other guarantor or surety, other than the defense of paymentALS Holdings. This Article XIV is a continuing guaranty PSLT-ALS Holdings and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its termsALS Holdings, (b) be binding upon without notice to or consent by Guarantor, its successors and assigns and (c) inure may at any time or times enter into such modifications, extensions, amendments, or other covenants with respect to the benefit ofAgreement Regarding Leases as they may deem appropriate and Guarantor shall not be released thereby, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV but shall continue to be effective fully liable for the payment and performance of all liabilities, obligations and duties of ALS Holdings under the Agreement Regarding Leases as so modified, extended or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureamended.
Appears in 4 contracts
Samples: Agreement (Provident Senior Living Trust), Guaranty of Agreement Regarding (Provident Senior Living Trust), Guaranty of Agreement (Brookdale Senior Living Inc.)
Guaranty Absolute. Guarantor guarantees that authorizes Administrative Agent or any other Secured Party, either before or after any revocation hereof, without notice or demand and without lessening Guarantor’s liability under this Guaranty, from time to time: (a) to make one or more additional secured or unsecured loans to Borrower, to issue letters of credit and/or bankers acceptance drafts to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the Guaranteed Obligations will be paid strictly in accordance with the time for payment or other terms of the Loan Documents, regardless of Guaranteed Indebtedness or any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent part of the Guaranteed ObligationsIndebtedness, including increases and decreases of the rate of interest on the Guaranteed Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold security for the payment of this Guaranty or the Guaranteed Indebtedness, and a separate action exchange, enforce, waive, fail or actions may be brought decide not to perfect, and prosecuted against release any such security, with or without the substitution of new collateral; (d) to release, substitute, agree not to xxx, or deal with any one or more of the sureties of Borrower, endorsers, or other guarantors on any terms or in any manner Administrative Agent or any other guarantor Secured Party may choose; (e) to enforce determine how, when and what application of payments and credits shall be made on the Guaranteed Indebtedness; (f) to apply any proceeds it receives as a result of the foreclosure or other realization on any collateral for the Guaranteed Indebtedness to that portion, if any, of the Guaranteed Indebtedness not guaranteed hereunder or to any other indebtedness secured by such obligationscollateral, irrespective as Administrative Agent or any other Secured Party in its discretion may determine; (g) to sell, transfer, assign, or grant participations in all or any part of whether any action is brought against any Credit Party the Guaranteed Indebtedness; and (h) to assign or whether any Credit Party is joined transfer this Guaranty in any such action whole or actionsin part. The Guarantor further agrees that the liability of Guarantor under this Article XIV shall be irrevocable, Guaranty is absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or the Guaranteed Indebtedness; (ii) without being limited by the foregoing, any lack of validity validity, legality or enforceability of any Loan Document or all or any agreement or instrument relating theretopart of the Guaranteed Indebtedness; (biii) the failure of the Administrative Agent or any change in other Secured Party (A) to assert any claim or demand or to enforce any right or remedy against any party under the time, manner provisions of any of the Loan Documents or place of payment otherwise or (B) to exercise any right or remedy against any guarantor (including Guarantor) of, or in collateral securing, any obligations of Borrower or any other term Person; (iv) any reduction, limitation, impairment or termination of all or any part of the Guaranteed Indebtedness or the obligations of any guarantor (including Guarantor) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, all or any part of the Guaranteed Obligations, Indebtedness or the obligations of any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party guarantor (including Guarantor) or otherwise; , and (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Credit Party Borrower or any other guarantor surety or suretyguarantor, other than the defense of actual payment. This Article XIV is a continuing guaranty , performance and shall (a) remain in full force and effect until the indefeasible cash payment satisfaction in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureIndebtedness.
Appears in 4 contracts
Samples: Credit Agreement (Natural Grocers by Vitamin Cottage, Inc.), Guaranty Agreement (Natural Grocers by Vitamin Cottage, Inc.), Guaranty Agreement (Natural Grocers by Vitamin Cottage, Inc.)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will Liabilities shall be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of each Guarantor under this Article XIV shall be irrevocable, Guaranty is absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsLiabilities, the Loan Documents, or any other amendment or waiver of or any consent to departure from any of the terms of the Liabilities or any Loan Document, Document including, without limitation, any increase or decrease in the Guaranteed Obligations resulting from the extension rate of additional credit to any Credit Party or otherwiseinterest thereon; (cb) any takingrelease or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all or any of the Guaranteed ObligationsLiabilities or the Loan Documents; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any of the Liabilities or the Loan Documents; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of any of the corporate, limited liability company Liabilities or partnership structure or existence of any Credit Partythe Loan Documents; and (e) promptness, diligence, notice of acceptance and any other notice setoff, defense, or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) or circumstance whatsoever with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right Liabilities or take any action against any other Credit Party the Loan Documents or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower or a Guarantor; and each Guarantor irrevocably waives the right to assert such defenses, set-offs or counterclaims in any Credit Party litigation or other proceeding relating to the Liabilities, the Loan Documents or the transactions contemplated thereby. To the fullest extent permitted by law, each Guarantor hereby expressly waives any and all rights or defenses arising by reasons of (A) any “one action” or “anti-deficiency” law which would otherwise prevent the Administrative Agent or any Lender from bringing any action, including any claim for a deficiency, or exercising any other guarantor right or suretyremedy (including any right of set-off), other than against a Guarantor before or after the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective Administrative Agent’s or be reinstated, as the case may be, if at any time any payment such Lender’s commencement or completion of any foreclosure action, whether judicially, by exercise of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization power of Borrower or any other Credit Party sale or otherwise, all as though such payment had not been made. Guarantor hereby waives or (B) any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing other law which in nature and applies to all Guaranteed Obligations, whether existing now any other way would otherwise require any election of remedies by the Administrative Agent or in the futureany Lender.
Appears in 4 contracts
Samples: Credit Agreement (Harris Interactive Inc), Credit Agreement (Harris Interactive Inc), Credit Agreement (Harris Interactive Inc)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other guarantythan the Guaranteed Obligations, for any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not such Borrower Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this Section 11.03. It is agreed that each Borrower Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrowers and the Administrative Agent and the Lenders.
Appears in 4 contracts
Samples: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of the Loan Documentspayment and not of collection, regardless it is a primary obligation of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights Whirlpool and not one of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now shall not be impaired or hereafter have in any way relating toaffected by, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any takingcollateral; (d) any release, release surrender, compromise, settlement, waiver, subordination or amendment modification, with or waiver without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or consent any part thereof, or any other obligation of any Person with respect to departure the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrowing Subsidiary or the insolvency, for all bankruptcy or any other change in the legal status of any Borrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or payment when due of the Guaranteed Obligations; (di) the failure of Whirlpool or any changeBorrowing Subsidiary to maintain in full force, restructuring validity or termination effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the corporate, limited liability company Guaranteed Obligations or partnership structure or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which Whirlpool may have at any time against any Borrowing Subsidiary, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not Whirlpool shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (j) of this Section 4.03. It is agreed that Whirlpool’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that Whirlpool’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrowing Subsidiary of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between such Borrowing Subsidiary and the Administrative Agent and the Lenders.
Appears in 4 contracts
Samples: Long Term Credit Agreement (Whirlpool Corp /De/), Long Term Credit Agreement (Whirlpool Corp /De/), Assignment Agreement (Whirlpool Corp /De/)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed First Lien Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender any Secured Party with respect thereto. Each Guarantor further agrees that its Guarantee constitutes a continuing, absolute and unconditional guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The obligations First Lien Obligations of each Guarantor under or in respect of this Article XIV Guaranty are independent of the Guaranteed ObligationsFirst Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit other Loan Party or whether the Borrower or any Credit other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any rights, claims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: following (a) any lack of validity whether or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though not such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.has knowledge thereof):
Appears in 3 contracts
Samples: First Lien Credit Agreement (Aleris Corp), Intellectual Property Security Agreement (EWT Holdings I Corp.), Intellectual Property Security Agreement (GMS Inc.)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of the Loan Documentspayment and not of collection, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations is a primary obligation of Guarantor under this Article XIV are independent and not merely one of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent, the LC Issuer and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of Borrower or the insolvency, for all bankruptcy or any other change in the legal status of Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) the failure of Guarantor or Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any change, restructuring other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or termination of this guaranty; (j) the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptnessclaim, diligence, notice of acceptance and setoff or other rights which Guarantor may have at any time against Borrower or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstance, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available toto a guarantor, including without limitation all defenses based on suretyship or a discharge of, impairment of collateral; all whether or not Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this Section. It is agreed that Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon by Borrower and the Administrative Agent, the LC Issuer and the Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Vectren Corp), Credit Agreement (Vectren Corp), Assignment Agreement (Vectren Corp)
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsAgreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrower with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrower will contract additional indebtedness for which Guarantor may be liable hereunder after Xxxxxxxx’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Borrower shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsLoan Agreement. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 3 contracts
Samples: Nutrition 21 Inc, Nutrition 21 Inc, Nutrition 21 Inc
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the timeGuaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, manner power or place of payment ofremedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or in modification, with or without consideration, any other term of, all guaranties with respect to the Guaranteed Obligations or any of the Guaranteed Obligationspart thereof, or any other amendment or waiver obligation of any Person with respect to the Guaranteed Obligations or any consent to departure from part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any Loan Documentpart thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any increase in source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations resulting from the extension of additional credit or to any Credit Party or otherwiseamounts which are not covered by this guaranty; (cg) any taking, exchange, release or non-perfection change in the ownership of any CollateralBorrower or the insolvency, bankruptcy or any takingother change in the legal status of any Borrower; (h) the change in or the imposition of any law, release decree, regulation or amendment other governmental act which does or waiver of might impair, delay or consent to departure from in any other guarantyway affect the validity, for all enforceability or any the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not such Borrower Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that each Borrower Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Borrower Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)
Guaranty Absolute. Guarantor Holdings guarantees that the Guaranteed First Lien Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender any Secured Party with respect thereto. Holdings further agrees that its Guarantee constitutes a continuing, absolute and unconditional guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The obligations First Lien Obligations of Guarantor Holdings under or in respect of this Article XIV Guaranty are independent of the Guaranteed ObligationsFirst Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor Holdings to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit other Loan Party or whether the Borrower or any Credit other Loan Party is joined in any such action or actions. The liability of Guarantor Holdings under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor Holdings hereby irrevocably waives any rights, claims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: following (a) any lack of validity whether or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.Holdings has knowledge thereof):
Appears in 3 contracts
Samples: First Lien Credit Agreement (Aleris Corp), Intellectual Property Security Agreement (EWT Holdings I Corp.), Intellectual Property Security Agreement (GMS Inc.)
Guaranty Absolute. Until the date that all Guaranteed Obligations have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the reasonable satisfaction of the respective Issuing Lender), all Hedging Arrangements with Swap Counterparties have been terminated or novated to a counterparty that is not a Secured Party, and all Commitments shall have terminated (such date being the “Termination Date”), each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Credit Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Administrative Agent, the Issuing Lenders, the Swing Line Lenders, any Lender, any Banking Service Provider or any Swap Counterparty with respect theretothereto but subject to Section 2(b) above. The obligations of each Guarantor under this Article XIV Guaranty are independent of the Guaranteed ObligationsObligations or any other obligations of any other Person under the Credit Documents or in connection with any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against any other guarantor a Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Credit Party Guarantor or any other Person or whether any Credit Party Guarantor or any other Person is joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andand each Guarantor, in consideration of to the direct and indirect benefits from the financing arrangements contemplated herein enjoyed extent not prohibited by such Guarantor. Guarantor applicable law, hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 3 contracts
Samples: Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Forum Energy Technologies, Inc.)
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsAgreement, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Beneficiary with respect thereto. The obligations of the Guarantor under this Article XIV Guaranty are independent of of, but related to, the Guaranteed Obligations, Counterparty’s obligations under the Agreement and a separate action or actions may be brought and prosecuted against any other guarantor the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Credit Party one or more of the parties constituting Counterparty or whether any Credit Party one or more of the parties constituting Counterparty is joined in any such action or actions. The Notwithstanding any provision to the contrary contained herein, Guarantor’s liability of Guarantor under this Article XIV hereunder shall be irrevocableand is specifically limited to payment obligations as expressly set forth in Section 1 above, absolute and unconditional irrespective ofin no event shall Guarantor be liable for the payment of consequential, andexemplary, in consideration equitable, loss of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating toprofits, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligationspunitive, or any other amendment special or waiver of or any consent to departure from any Loan Documentindirect damages, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateralcosts, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentfees. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender by Beneficiary or any other Person upon the insolvency, bankruptcy or reorganization of Borrower one or any other Credit Party more of the parties constituting Counterparty or the Guarantor or otherwise, all as though such payment payments had not been made. The obligations of the Guarantor hereby waives under this Guaranty shall at all times rank at least pari passu in right of payment with all other unsecured and unsubordinated indebtedness (actual or contingent) of the Guarantor, except as may be required by law. This Guaranty shall continue to be effective if one or more of the parties constituting Counterparty merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. This Guaranty is a continuing guaranty of the payment (and not of collection) by each of the parties constituting Counterparty of its obligations under the Agreement. In no event shall Guarantor’s liability to Beneficiary exceed Counterparty’s liability under the Agreement, notwithstanding the effect of the insolvency, bankruptcy or reorganization of Counterparty. The Guarantor agrees that its obligations under this Guaranty shall not be impaired, modified, changed, released or limited in any right to revoke this Article XIVmanner whatsoever by any impairment, and acknowledges that this Article XIV is continuing modification, change, release or limitation of the liability of one or more parties constituting Counterparty (or the estate in nature and applies to all Guaranteed Obligations, whether existing now bankruptcy of one or in more parties constituting Counterparty) resulting from the futureoperation of any present or future provision of the federal bankruptcy law or other similar statute.
Appears in 3 contracts
Samples: Supply Agreement, Supply Agreement, Supply Agreement
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of the Loan Documentspayment and not of collection, regardless it is a primary obligation of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights Whirlpool and not one of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now shall not be impaired or hereafter have in any way relating toaffected by, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any takingcollateral; (d) any release, release surrender, compromise, settlement, waiver, subordination or amendment modification, with or waiver without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or consent any part thereof, or any other obligation of any Person with respect to departure the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent, the Fronting Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrowing Subsidiary or the insolvency, for all bankruptcy or any other change in the legal status of any Borrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or payment when due of the Guaranteed Obligations; (di) the failure of Whirlpool or any changeBorrowing Subsidiary to maintain in full force, restructuring validity or termination effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the corporate, limited liability company Guaranteed Obligations or partnership structure or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which Whirlpool may have at any time against any Borrowing Subsidiary, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not Whirlpool shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this Section 4.03. It is agreed that Whirlpool’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that Whirlpool’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrowing Subsidiary of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between such Borrowing Subsidiary and the Administrative Agent and the Lenders.
Appears in 3 contracts
Samples: Assignment Agreement (Whirlpool Corp /De/), Assignment Agreement (Whirlpool Corp /De/), Assignment Agreement (Whirlpool Corp /De/)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order Requirement of Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Secured Parties with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against any Credit Borrower or any Other Loan Party or whether any Credit Borrower or any Other Loan Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Guarantor, jointly and severally with each other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Loan Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Secured Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, any Agent or other Secured Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement Other Loan Party to any Secured Party under the Loan Documents but for the fact that Lender exhaust any right they are unenforceable or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on similar proceeding involving any representation by Lender that might otherwise constitute a defense available to, Borrower or a discharge of, any Credit Party or any other guarantor or surety, other than such Other Loan Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 3 contracts
Samples: Guaranty (Steinway Musical Instruments Holdings, Inc.), Guaranty (Steinway Musical Instruments Holdings, Inc.), Guaranty (Steinway Musical Instruments Holdings, Inc.)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations liability and responsibilities of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, andshall not be subject to any counterclaim, in consideration of the direct setoff, or deduction and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be released, discharged, affected or impaired by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner manner, or place of payment of, or in any other term of, all or performance of any of the Guaranteed Obligations, or any other amendment or waiver of of, or any consent to or departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateralfrom, or any takingtermination of, release or amendment or waiver of or consent to departure from any other guaranty, for all the Agreement Regarding Leases or any of the Guaranteed Obligations; Property Leases, (dii) any changerelease or discharge of SCT Holdings or any SCT Lessee in any bankruptcy, restructuring receivership or termination other similar proceedings, (iii) the impairment, limitation or modification of the corporate, limited liability company of SCT Holdings or partnership structure the estate of SCT Holdings in bankruptcy or existence any SCT Lessee or the estate of any Credit Party; SCT Lessee in bankruptcy, or of any remedy for the enforcement of SCT Holdings’s liability under the Agreement Regarding Leases, resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of the Agreement Regarding Leases in any such proceedings, or the assignment or transfer of the Agreement Regarding Leases by SCT Holdings, (eiv) promptnessany failure, diligenceomission or delay on the part of VRLP to enforce, notice assert or exercise any right, power or remedy conferred on or available to VRLP in or by the Agreement Regarding Leases or this Guaranty, or any action on the part of acceptance and VRLP granting indulgence or extension in any other notice with respect form whatsoever or any invalidity, irregularity or unenforceability as to SCT Holdings of all or any part of the Guaranteed Obligations or any security therefor, (v) the waiver by VRLP of the performance or observance by SCT Holdings or Guarantor of any of the agreements, covenants, terms or conditions contained in the Agreement Regarding Leases or this Guaranty, (vi) any merger, consolidation, reorganization or similar transaction involving SCT Holdings even if SCT Holdings ceases to exist as a result of (and is not the surviving party in) such transaction, (vii) the inability of VRLP or SCT Holdings to enforce any provision of the Agreement Regarding Leases for any reason, (viii) any change in the corporate relationship between SCT Holdings and Guarantor or any termination of such relationship, (ix) any change in the ownership of all or any part of the membership interests in SCT Holdings, (x) the inability of SCT Holdings to perform, or the release of SCT Holdings or Guarantor from the performance of, any obligation, agreement, covenant, term or condition under the Agreement Regarding Leases or this Article XIV and Guaranty by reason of any requirement that Lender exhaust law, regulation or decree, now or hereafter in effect, (xi) any right or take merger of the leasehold estate of any action against any other Credit Party SCT Lessee with the fee estate or any other Person or estate in any Collateral; facility or (fxii) any disability or other circumstance (includingdefense of SCT Holdings. VRLP and SCT Holdings, without limitationnotice to or consent by Guarantor, may at any statute of limitations) time or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available totimes enter into such modifications, extensions, amendments, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance covenants with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure respect to the benefit ofAgreement Regarding Leases as they may deem appropriate and Guarantor shall not be released thereby, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV but shall continue to be effective fully liable for the payment and performance of all liabilities, obligations and duties of SCT Holdings under the Agreement Regarding Leases as so modified, extended or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureamended.
Appears in 3 contracts
Samples: Guaranty of Agreement Regarding Leases (Ventas Inc), Guaranty of Agreement Regarding (Ventas Inc), Agreement (Ventas Inc)
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Guaranteed Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Guaranteed Finance Parties with respect thereto. The obligations of the Guarantor under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor the Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Borrower or any Credit Party other Group Obligor or whether the Borrower or any Credit Party other Group Obligor is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any other term ofand not of collection, all or any by the Guarantor of the Guaranteed Obligations in each and every particular. The obligations of the Guarantor hereunder are several from those of the other Group Obligors and are primary obligations concerning which the Guarantor is the principal obligor. The Guaranteed Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which the Guarantor may have at any time against any other Group Obligor or any Guaranteed Finance Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement Group Obligor to any Guaranteed Finance Party under the Guaranteed Documents but for the fact that Lender exhaust any right they are unenforceable or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Borrower or a discharge of, any Credit Party or any other guarantor or surety, other than such Group Obligor. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termsGuarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 3 contracts
Samples: Guaranty Agreement, Guaranty Agreement (Hanover Insurance Group, Inc.), Hanover Insurance Group, Inc.
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsAgreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrowers with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrowers will contract additional indebtedness for which Guarantor may be liable hereunder after Borrowers’ financial condition or ability to pay their lawful debts when they fall due has deteriorated, whether or not Borrowers have properly authorized incurring such additional indebtedness. The obligations undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrowers, have been made by Agent or Lenders to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Borrowers shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsLoan Agreement. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Agent or Lenders or their assignees or any acceptance thereof or any release of any security by Agent or Lenders or their assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party the undersigned. Any amounts due from the undersigned to Agent or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and Lenders shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure Default Rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 3 contracts
Samples: Presstek Inc /De/, Presstek Inc /De/, Presstek Inc /De/
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Finance Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Finance Parties with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Borrower or any Credit Other Loan Party or whether the Borrower or any Credit Other Loan Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Guarantor, jointly and severally with each other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Loan Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, any Agent or other Finance Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement Other Loan Party to any Finance Party under the Finance Documents but for the fact that Lender exhaust any right they are unenforceable or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Borrower or a discharge of, any Credit Party or any other guarantor or surety, other than such Other Loan Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 3 contracts
Samples: Security Agreement (Albany Molecular Research Inc), Guaranty (Verifone Systems, Inc.), Guaranty (Sbarro Express LLC)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Obligor or the insolvency, for all bankruptcy or any other change in the legal status of any Obligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Obligor to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which the Company may have at any time against any Obligor, or any other Person in connection herewith or an unrelated transaction; (ek) promptnessthe Administrative Agent's or any Lender's election, diligencein any case or proceeding instituted under chapter 11 of the Bankruptcy Code, notice of acceptance and the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender's claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (n) any other notice with respect circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (n) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Obligor of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Obligor and the Administrative Agent and the Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Trimble Navigation LTD /Ca/), Credit Agreement (Trimble Navigation LTD /Ca/), Credit Agreement (Trimble Navigation LTD /Ca/)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other guarantythan the Guaranteed Obligations, for any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty; (g) any change in the ownership of the Borrower or the insolvency, bankruptcy or any other change in the legal status of the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against the Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this Section 11.03. It is agreed that the Company’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by the Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 3 contracts
Samples: Term Loan Agreement (Chicago Bridge & Iron Co N V), Term Loan Agreement (Chicago Bridge & Iron Co N V), Term Loan Agreement (Chicago Bridge & Iron Co N V)
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Guaranteed Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Guaranteed Finance Parties with respect thereto. The obligations of the Guarantor under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor the Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against any Credit the Account Party or any other Group Obligor or whether the Account Party or any Credit Party other Group Obligor is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any other term ofand not of collection, all or any by the Guarantor of the Guaranteed Obligations in each and every particular. The obligations of the Guarantor hereunder are several from those of the other Group Obligors and are primary obligations concerning which the Guarantor is the principal obligor. The Guaranteed Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which the Guarantor may have at any time against any other Group Obligor or any Guaranteed Finance Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement Group Obligor to any Guaranteed Finance Party under the Guaranteed Documents but for the fact that Lender exhaust any right they are unenforceable or take any action against any other Credit not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Account Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than such Group Obligor. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termsGuarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 3 contracts
Samples: Guaranty Agreement, Guaranty (Hanover Insurance Group, Inc.), Guaranty Agreement (Hanover Insurance Group, Inc.)
Guaranty Absolute. Each U.S. Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or Finance Documents to the rights of Lender with respect theretofullest extent permitted by Law. The obligations of Guarantor the U.S. Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or separate actions may be brought and prosecuted against any other guarantor each U.S. Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against any Credit Other Loan Party or whether any Credit Other Loan Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective ofguaranty of payment when due, andand not of collection, in consideration by each U.S. Guarantor, jointly and severally with each other U.S. Guarantor of the direct Guaranteed Obligations in each and indirect benefits from every particular. The obligations of each U.S. Guarantor hereunder are primary obligations concerning which each U.S. Guarantor is the financing arrangements contemplated herein enjoyed by such Guarantorprincipal obligor. The Secured Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each U.S. Guarantor hereby irrevocably waives hereunder shall not be subject to any defenses it reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any U.S. Guarantor may now or hereafter have in at any way relating totime against any Other Loan Party, any Agent or all other Secured Party or any other Person, whether in connection herewith or any unrelated transactions. Without limiting the generality of the following: (a) foregoing, each U.S. Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any lack Other U.S. Loan Party to any Secured Party under the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of validity a bankruptcy, insolvency, reorganization or enforceability similar proceeding involving any Other U.S. Loan Party. Each U.S. Guarantor has irrevocably and unconditionally delivered this Agreement to the Administrative Agent, for the benefit of the Secured Parties, and the failure by any Other Loan Party or any other Person to sign this Agreement or a guaranty similar to this Agreement shall not discharge the obligations of any Loan Document or any agreement or instrument relating thereto; (b) any change in U.S. Guarantor hereunder. The irrevocable and unconditional liability of each U.S. Guarantor hereunder applies whether it is jointly and severally liable for the time, manner or place of payment of, or in any other term of, all or any entire amount of the Guaranteed Obligations, or only for a pro-rata portion, and without regard to any rights (or the impairment thereof) of subrogation, contribution or reimbursement that such U.S. Guarantor may now or hereafter have against any Other Loan Party or any other amendment Person. This Agreement is and shall remain fully enforceable against each U.S. Guarantor irrespective of any defenses that any Other Loan Party may have or waiver assert in respect of or any consent to departure from any Loan Documentthe Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension failure of additional credit to any Credit Party or otherwise; (c) any takingconsideration, exchangebreach of warranty, release or non-perfection payment, statute of any Collateralfrauds, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender , accord and satisfaction and usury, except that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than U.S. Guarantor may assert the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash final payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 3 contracts
Samples: Credit Agreement (Masonite International Corp), Masonite International Corp, Masonite International Corp
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Finance Parties with respect thereto. This Agreement is an absolute and unconditional guaranty of payment when due, and not of collection, by the Guarantor, of the Guaranteed Obligations in each and every particular. The Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of the Guarantor under this Article XIV are independent hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which the Guarantor may have at any time against AHL, the Administrative Agent, any Finance Party or any other Person, whether in connection herewith or any unrelated transactions. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed ObligationsObligations and would be owed by AHL to any Finance Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, and a separate action reorganization or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionssimilar proceeding involving AHL. The Guarantor has irrevocably and unconditionally delivered this Agreement to the Administrative Agent, for the benefit of the Finance Parties. The irrevocable and unconditional liability of the Guarantor under this Article XIV shall be irrevocable, absolute hereunder applies whether it is jointly and unconditional irrespective of, and, in consideration of severally liable for the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any entire amount of the Guaranteed Obligations, or only for a pro-rata portion, and without regard to any rights (or the impairment thereof) of subrogation, contribution or reimbursement that the Guarantor may now or hereafter have against AHL or any other amendment Person. This Agreement is and shall remain fully enforceable against the Guarantor irrespective of any defenses that AHL may have or waiver assert in respect of or any consent to departure from any Loan Documentthe Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension failure of additional credit to any Credit Party or otherwise; (c) any takingconsideration, exchangebreach of warranty, release or non-perfection payment, statute of any Collateralfrauds, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender , accord and satisfaction and usury, except that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than Guarantor may assert the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash final payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 2 contracts
Samples: Guaranty (Athene Holding LTD), Guaranty (Athene Holding LTD)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrowing Subsidiary or the insolvency, for all bankruptcy or any other change in the legal status of any Borrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Borrowing Subsidiary to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrowing Subsidiary, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrowing Subsidiary of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrowing Subsidiary and the Administrative Agent and the Lenders.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement (Crane Co /De/), Multicurrency Credit Agreement (Crane Co /De/)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action Guaranty is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all the Credit Agreement or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentof the terms of the Credit Agreement or the Obligations, includingincluding any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, without limitationor consent to departure from, any increase in the Guaranteed Obligations resulting from the extension of additional credit to other guaranty or support document, or any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Credit Agreement or the Obligations; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of the corporate, limited liability company Credit Agreement or partnership structure or existence of any Credit Partythe Obligations; (e) promptness, diligence, notice of acceptance and any other notice setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right Credit Agreement or take any action against any the transactions contemplated thereby (other Credit Party or any other Person or any Collateral; or (fthan actual payment) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Credit Party Co-Borrower or the Guarantors and (f) any claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other guarantor prohibition or suretyevent, other than the defense in which case each Guarantor shall be unconditionally required to pay all amounts demanded of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full it hereunder prior to any determination of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination maximum liability of the Loan Agreement each Guarantor hereunder in accordance with its termsSection 2 and the recipient of such payment, (b) if so required by a court of competent jurisdiction by a final and non-appealable judgment, shall then be binding upon Guarantorliable for the refund of any excess amounts. If any such rebate or refund is ever required, its successors and assigns and (c) inure then subject to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment limitations of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwiseSection 2, all as though such payment had not been made. Guarantor hereby waives any right other Guarantors shall be fully liable for the repayment thereof to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremaximum extent allowed by applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Sanchez Energy Corp), Second Lien Term Credit Agreement (Sanchez Energy Corp)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Obligor or the insolvency, for all bankruptcy or any other change in the legal status of any Obligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Obligor to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which the Company may have at any time against any Obligor, or any other Person in connection herewith or an unrelated transaction; (ek) promptnessthe Administrative Agent's or any Lender's election, diligencein any case or proceeding instituted under chapter 11 of the Bankruptcy Code, notice of acceptance and the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender's claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (n) any other notice with respect circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, or to a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and ; all whether or not the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) remain through (n) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Obligor of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Obligor and the Administrative Agent and the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Lanier Worldwide Inc), Credit Agreement (Lanier Worldwide Inc)
Guaranty Absolute. Guarantor Each Borrower and each Guarantor, other than Subsidiaries that are Excluded Subsidiaries, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Administrative Agent or any other Secured Party with respect thereto. The obligations Obligations of each Borrower and each Guarantor under this Article XIV Guaranty are independent of the Guaranteed ObligationsObligations or any other Obligations of any Loan Party or any Specified Hedge Agreement Subsidiary under the Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor Borrower or any Guarantor, as applicable, to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Credit other Loan Party or whether any Credit other Loan Party or any Specified Hedge Agreement Subsidiary is joined in any such action or actions. The liability of Guarantor each Borrower and each Guarantor, other than Subsidiaries that are controlled foreign corporations or Subsidiaries of Subsidiaries that are controlled foreign corporations, under this Article XIV Guaranty shall be irrevocableabsolute, absolute unconditional and unconditional irrevocable irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Borrower and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or and all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Dana Inc), Credit and Guaranty Agreement (Dana Inc)
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documentsdocuments evidencing the same, regardless of any law regulation or order Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Guarantied Parties with respect thereto. The obligations liability of the Guarantor under this Article XIV are independent Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation, the following (whether or not the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guaranteed Guarantied Obligations, and a separate (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, any Specified Derivatives Contract, or any other document, instrument or agreement evidencing or relating to any Guarantied Obligations (the “Guarantied Documents”), or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party inaction under or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective respect of, and, in consideration any Guarantied Document or any assignment or transfer of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: Guarantied Document; (ab) any lack of validity or enforceability of any Loan Guarantied Document or any agreement assignment or instrument relating thereto; (b) transfer of any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Guarantied Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing to any of the Guarantied Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or non-perfection of any Collateralsurrender of, or realization on, any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or collateral securing any of the Guaranteed Guarantied Obligations; (d) any change, restructuring settlement or termination compromise of any of the corporateGuarantied Obligations, limited any security therefor, or any liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice party with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party Guarantied Obligations, or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full subordination of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Guarantied Obligations is rescinded or must otherwise be returned to Lender or the payment of any other Person upon liability of the insolvency, bankruptcy or reorganization of Borrower or any other Credit Loan Party; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Guarantor, the Borrower, any other Loan Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.any
Appears in 2 contracts
Samples: Equity Lifestyle Properties Inc, Equity Lifestyle Properties Inc
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This Guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other guarantythan the Guaranteed Obligations, for any part thereof or amounts which are not covered by this Guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty; (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Obligor to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this Guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which the Company may have at any time against any Obligor, or any other Person in connection herewith or an unrelated transaction; (ek) promptnessthe Administrative Agent's or any Lender's election, diligencein any case or proceeding instituted under chapter 11 of the Bankruptcy Code, notice of acceptance and the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender's claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (n) any other notice with respect circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (n) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Obligor of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Obligor and the Administrative Agent and the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Trimble Navigation LTD /Ca/), Credit Agreement (Trimble Navigation LTD /Ca/)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrowing Subsidiary or the insolvency, for all bankruptcy or any other change in the legal status of any Borrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Borrowing Subsidiary to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrowing Subsidiary, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrowing Subsidiary of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrowing Subsidiary and the Agent and the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Illinois Tool Works Inc), Credit Agreement (Illinois Tool Works Inc)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not merely one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the holders of Notes might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of the Company or the insolvency, for all bankruptcy or any other change in the legal status of the Company; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) the failure of any changeGuarantor or the Company to maintain in full force, restructuring validity or termination effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the corporate, limited liability company Guaranteed Obligations or partnership structure or this guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which any Guarantor may have at any time against the Company or any other Person in connection herewith or an unrelated transaction; (ek) promptnesswithout limiting the foregoing, diligence, notice all defenses based on suretyship or impairment of acceptance and collateral; or (l) any other notice with respect circumstance, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available toto a guarantor, including all defenses based on suretyship or a discharge of, impairment of collateral; all whether or not any Credit Party Guarantor shall have had notice or knowledge of any other guarantor act or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (l) of this Section. It is agreed that each Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations not arising under this Section 18 at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations not arising under this Section 18 or any provision of any applicable law or regulation purporting to prohibit payment in full by the Company of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon by the Company and the holders of Notes.
Appears in 2 contracts
Samples: Vectren Utility Holdings Inc, Vectren Corp
Guaranty Absolute. (a) Subject to Section 1, the Guarantor guarantees that that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Loan Documentstheir terms, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender any of the Guaranteed Parties with respect thereto. The (b) No invalidity, irregularity, voidability, voidness or unenforceability of, or default under, the Loan Agreement or any other Basic Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance, not collection, and the obligations of the Guarantor under this Article XIV Guaranty are independent of the Guaranteed ObligationsObligations of the Borrower, and the obligations of the Originators, the Servicer and any other Person (including any other guarantor under the Basic Documents), and a separate action or actions may be brought and prosecuted against any other guarantor the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit Party other Person (including any other guarantor under the Basic Documents) or whether the Borrower or any Credit Party other Person (including any other guarantor under the Basic Documents) is joined in any such action or actions. (d) The liability of the Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner manner, place or place terms of payment or performance of, and/or any change or in any other term extension of the time of payment, performance, renewal or alteration of, all or any part of the Guaranteed Obligations, any security therefor or any liability incurred directly or indirectly in respect thereof, or any other amendment or waiver of of, or any consent to a departure from the terms of, the Loan Agreement or any Loan other Basic Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party the Borrower or otherwise; (cii) any sale, taking, exchange, release or non-perfection of any Collateralrelease, surrender, or realization upon any takingproperty at any time pledged or mortgaged to secure, release or amendment or waiver of or consent to departure from any other guarantyhowsoever securing, for all or any of the Guaranteed Obligations, and/or any offset against, or failure to perfect, or continue the perfection of, any lien in any such property, or delay in the perfection of any such lien, or any amendment or waiver of, or consent to a departure from the terms of, any guaranty for all or any part of the Guaranteed Obligations; (diii) any exercise or failure to exercise any rights against the Borrower or any other Person (including the Guarantor and any other guarantor under the Basic Documents); (iv) any settlement or compromise of any Guaranteed Obligation, any security therefor or any liability incurred directly or indirectly in respect thereof; (v) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any part of the Guaranteed Obligations or any other assets of the Borrower; (vi) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any CollateralBorrower; or (fvii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by Lender that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, any Credit Party this Guaranty and/or the obligations of the Guarantor hereunder, or a defense to, or discharge of, the Borrower or any other Person (including any other guarantor under the Basic Documents) of any of their respective obligations under or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full related to any of the Basic Documents. (e) The Agent may at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, remain unpaid. (bf) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon any time of the Guaranteed Parties for repayment or recovery of any amount or amounts received by such Guaranteed Party in payment or on account of any of the Guaranteed Obligations is rescinded and such Guaranteed Party repays all or must otherwise be returned to Lender part of said amount by reason of any judgment, decree or order of any court or administrative body having jurisdiction over such Guaranteed Party or its property, or any other Person settlement or compromise of any such claim effected by such Guaranteed Party with any such claimant (including the Borrower), and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantor, bankruptcy notwithstanding any revocation hereof or reorganization the cancellation of Borrower any note or other instrument evidencing any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIVGuaranteed Obligation, and acknowledges that this Article XIV is continuing in nature the Guarantor shall be and applies remain liable to all the Guaranteed Obligations, whether existing now Parties hereunder for the amount so repaid or in recovered to the futuresame extent as if such amount had never originally been received by the Guaranteed Parties. Section 4.
Appears in 2 contracts
Samples: Limited Guaranty, sec.report
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action Guaranty is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all the Credit Agreement or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentof the terms of the Credit Agreement or the Obligations, includingincluding any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, without limitationor consent to departure from, any increase in the Guaranteed Obligations resulting from the extension of additional credit to other guarantee or support document, or any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Credit Agreement or the Obligations; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of the corporate, limited liability company Credit Agreement or partnership structure or existence of any Credit Partythe Obligations; (e) promptness, diligence, notice of acceptance and any other notice setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right Credit Agreement or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower or other Guarantors and (f) any Credit Party claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other guarantor prohibition or suretyevent, other than the defense in which case each Guarantor shall be unconditionally required to pay all amounts demanded of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full it hereunder prior to any determination of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination maximum liability of the Loan Agreement each Guarantor hereunder in accordance with its termsSection 2 and the recipient of such payment, (b) if so required by a final non-appealable court of competent jurisdiction by a final and non-appealable judgment, shall then be binding upon Guarantorliable for the refund of any excess amounts. If any such rebate or refund is ever required, its successors and assigns and (c) inure all other Guarantors shall be fully liable for the repayment thereof to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremaximum extent allowed by applicable law.
Appears in 2 contracts
Samples: Security and Pledge Agreement (Magnum Hunter Resources Corp), Guaranty Agreement (Black Elk Energy Finance Corp.)
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Agent or the Lenders with respect thereto. The obligation of the Guarantor hereunder shall be to make prompt payment to the Agent, for the benefit of the Lenders, irrespective of any inability to convert any currency into the currency of payment of such Guaranteed Obligations, irrespective of any inability to transfer funds in the currency of payment of such Guaranteed Obligations to the place of payment therefor, it being the intent of this paragraph that the Guaranteed Obligations shall be absolute and unconditional under any and all circumstances. The obligations of the Guarantor under this Article XIV IX are independent irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor and, to enforce such obligationsthe fullest extent permitted by applicable law, irrespective of whether any action other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full of the Guaranteed Obligations), it being the intent of this Article IX that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. This is brought against any Credit Party or whether any Credit Party a Guarantee of payment and not of collection and is joined in any such action or actionsintended to be and shall be construed as a continuing guarantee. The liability of the Guarantor under this Article XIV IX constitutes a primary obligation, and not a contract of surety, and shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of and the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Obligor or the insolvency, for all bankruptcy or any other change in the legal status of any Obligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Obligor to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Obligor, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Obligor of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Obligor and the Administrative Agent and the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (American National Can Group Inc), Credit Agreement (American National Can Group Inc)
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsCredit Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrowers with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrowers will contract additional indebtedness for which Guarantor may be liable hereunder after Borrowers’ financial condition or ability to pay their lawful debts when they fall due has deteriorated, whether or not Borrowers have properly authorized incurring such additional indebtedness. The obligations undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrowers, have been made by Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Borrowers shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsAgreement. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 2 contracts
Samples: MBC Funding Ii Corp., MBC Funding Ii Corp.
Guaranty Absolute. This Subsidiaries' Guaranty is a guaranty of payment and not of collectability and is in no way conditioned or contingent upon any attempt to collect from or enforce performance or compliance by the Company or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Company shall fail or be unable duly, punctually, fully and irrevocably to pay such amounts to the Purchaser hereunder as and when the same shall become due and payable, even if such failure or inability shall not constitute an "Event of Default" under any Financing Document, the Guarantors, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts (together with interest to the extent provided for under such Financing Document) to such Purchaser and to the holders of the Notes or other Persons entitled thereto under the terms of such Financing Document, in lawful money of the United States, at the place specified in the Note Purchase Agreement; and each Guarantor guarantees that hereby independently promises to pay to such Purchaser and to each holder of the Notes all amounts when due with respect to the Guaranteed Obligations will be to the extent not theretofore irrevocably duly paid strictly in accordance with by the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect theretoCompany. The obligations of each Guarantor under this Article XIV hereunder are independent of the Guaranteed Obligationsobligations of the Company under the Note Purchase Agreement and the Notes, and a separate action or actions proceeding may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of Guarantor whether any or not action is brought against any Credit Party the Company and whether or whether any Credit Party not the Company is joined in any such action or actionsproceeding. The Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, the liability of such Guarantor under this Article XIV Subsidiaries' Guaranty shall be irrevocable, absolute and unconditional unconditional, and shall not be affected or released in any way, irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Note Purchase Agreement (New York Restaurant Group Inc), Note Purchase Agreement (Smith & Wollensky Restaurant Group Inc)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Finance Parties with respect thereto. The obligations of each Guarantor under this Article XIV Agreement are independent of the Guaranteed ObligationsObligations of the Other Loan Parties, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against any Credit Other Loan Party or whether any Credit Other Loan Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective ofguaranty of payment when due, andand not of collection, by each Guarantor, jointly and severally with each other Guarantor (subject, in consideration the case of Athene Life Re, to Section 2.01(d), and in the case of Athene Annuity Re, to Section 2.01(e)) of the direct Guaranteed Obligations in each and indirect benefits every particular. The obligations of each Guarantor hereunder are several from those of the financing arrangements contemplated herein enjoyed by such GuarantorOther Loan Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereby irrevocably waives hereunder shall not be subject to any defenses it reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may now or hereafter have in at any way relating totime against any Other Loan Party, the Administrative Agent, any Finance Party or all any other Person, whether in connection herewith or any unrelated transactions. Without limiting the generality of the following: foregoing, each Guarantor’s liability shall extend (asubject, in the case of Athene Life Re to Section 2.01(d), and in the case of Athene Annuity Re, to Section 2.01(e)) to all amounts that constitute part of the Guaranteed Obligations and would be owed by any lack Other Loan Party to any Finance Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of validity a bankruptcy, reorganization or enforceability similar proceeding involving any Other Loan Party. Each Guarantor has irrevocably and unconditionally delivered this Agreement to the Administrative Agent, for the benefit of the Finance Parties, and the failure by any Other Loan Party or any other Person to sign this Agreement or a guaranty similar to this Agreement or otherwise shall not discharge the obligations of any Loan Document or any agreement or instrument relating thereto; (b) any change in Guarantor hereunder. The irrevocable and unconditional liability of each Guarantor hereunder applies whether it is jointly and severally liable for the time, manner or place of payment of, or in any other term of, all or any entire amount of the Guaranteed Obligations, or only for a pro-rata portion, and without regard to any rights (or the impairment thereof) of subrogation, contribution or reimbursement that such Guarantor may now or hereafter have against any Other Loan Party or any other amendment Person. This Agreement is and shall remain fully enforceable against each Guarantor irrespective of any defenses that any Other Loan Party may have or waiver assert in respect of or any consent to departure from any Loan Documentthe Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension failure of additional credit to any Credit Party or otherwise; (c) any takingconsideration, exchangebreach of warranty, release or non-perfection payment, statute of any Collateralfrauds, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender , accord and satisfaction and usury, except that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than Guarantor may assert the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash final payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 2 contracts
Samples: Athene Holding LTD, Athene Holding LTD
Guaranty Absolute. Each Guarantor guarantees that the its Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Guaranteed Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, the Swing Line Lender, any Lender and/or any L/C Issuer with respect thereto. The obligations Obligations of each Guarantor under or in respect of this Article XIV XI are independent of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Guaranteed Documents, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Article XI, irrespective of whether any action is brought against the Borrower or any Credit other Loan Party or whether the Borrower or any Credit other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Article XIV XI shall be irrevocable, absolute and unconditional irrespective ofunconditional, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter have acquire in any way way, including relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Guaranteed Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of its Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Guaranteed ObligationsDocuments, or any other amendment or waiver of or any consent to departure from any Loan Guaranteed Document, including, without limitation, including any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Credit Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations[reserved]; (d) [reserved]; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Loan Party or any other Person or any Collateralof its Subsidiaries; or (f) any other circumstance (includingfailure of the Administrative Agent, without limitationthe Swing Line Lender, any statute Lender and/or any L/C Issuer to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of limitations) any other Loan Party now or hereafter known to such Administrative Agent, Swing Line Lender, Lender or L/C Issuer (each Guarantor waiving any existence duty on the part of or reliance on any representation by Lender that might otherwise constitute a defense available tothe Administrative Agent, or a discharge ofthe Swing Line Lender, any Credit Party Lender and/or any L/C Issuer to disclose such information); (g) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance surety with respect to its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.; or
Appears in 2 contracts
Samples: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (F&G Annuities & Life, Inc.)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect theretoLease. The obligations liability and responsibilities of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, andshall not be subject to any counterclaim, in consideration of the direct setoff, or deduction and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be released, discharged, affected or impaired by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner manner, or place of payment of, or in any other term of, all or performance of any of the Guaranteed Obligations, or any other amendment or waiver of of, or any consent to or departure from from, or termination of, the Lease, (ii) any Loan Documentrelease or discharge of Tenant in any bankruptcy, includingreceivership or other similar proceedings, without limitation(iii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy or of any increase in remedy for the Guaranteed Obligations enforcement of Tenant's liability under the Lease, resulting from the extension operation of additional credit to any Credit Party present or otherwise; future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of the Lease in any such proceedings, or the assignment or transfer of the Lease by Tenant, (civ) any takingfailure, exchangeomission or delay on the part of Landlord to enforce, release assert or non-perfection of exercise any Collateralright, power or remedy conferred on or available to Landlord in or by the Lease or this Guaranty, or any takingaction on the part of Landlord granting indulgence or extension in any form whatsoever or any invalidity, release irregularity or amendment or waiver unenforceability as to Tenant of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any part of the Guaranteed Obligations or any security therefor, (v) the waiver by Landlord of the performance or observance by Tenant or Guarantor of any of the agreements, covenants, terms or conditions contained in the Lease or this Guaranty, (vi) any merger, consolidation, reorganization or similar transaction involving Tenant even if Tenant ceases to exist as a result of (and is not the surviving party in) such transaction, (vii) the inability of Landlord or Tenant to enforce any provision of the Lease for any reason, (viii) any change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (ix) any change in the ownership of all or any part of the membership interests in Tenant, (x) the inability of Tenant to perform, or the release of Tenant or Guarantor from the performance of, any obligation, agreement, covenant, term or condition under the Lease or this Article XIV and Guaranty by reason of any requirement that Lender exhaust law, regulation or decree, now or hereafter in effect, (xi) any right or take any action against any other Credit Party merger of the leasehold estate of Tenant with the fee estate or any other Person or any Collateral; estate in the Leased Property, or (fxii) any disability or other circumstance (includingdefense of Tenant. Landlord and Tenant, without limitationnotice to or consent by Guarantor, may at any statute of limitations) time or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available totimes enter into such modifications, extensions, amendments, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance covenants with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure respect to the benefit ofLease as they may deem appropriate and Guarantor shall not be released thereby, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV but shall continue to be effective fully liable for the payment and performance of all liabilities, obligations and duties of Tenant under the Lease as so modified, extended or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureamended.
Appears in 2 contracts
Samples: Lease Guaranty (Brookdale Senior Living Inc.), Lease Guaranty (Provident Senior Living Trust)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives waives, any defenses it may now or hereafter have (other than those defenses expressly provided for in this Guaranty) in any way relating to, to any or all of the following: (a) any lack of validity or enforceability of any Loan Document the Agreement or any agreement or instrument relating theretothis Guaranty; (b) the entry into additional transactions, any change indulgences, concession, waiver or consent given to the Primary Obligor or any other changes in the amount of time, manner or place of payment of, or in any other term of, of any or all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or release, non-perfection of any Collateralperfection, realization or any taking, release or amendment or waiver application of or consent on any security (other than the requirement that the Counterparty use its reasonable best efforts to departure from any other guaranty, for all or any of realize upon and apply the Collateral to the Guaranteed ObligationsObligations as described in Paragraph 1 of this Guaranty); (d) any change, restructuring or termination in or of the corporate, limited liability company or partnership structure or existence of any Credit Partythe Primary Obligor; or (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or circumstances (f) any other circumstance (including, including without limitation, limitation any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, Guarantor or the Primary Obligor. The Guarantor agrees that the Counterparty may at any Credit Party time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor, (i) change the time, manner or place of payment or any other guarantor or surety, other than the defense term of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its termsTransaction, (bii) be binding upon Guarantorexchange, its successors and assigns and release, or surrender any collateral for any other collateral, (ciii) inure enter into a written agreement with Primary Obligor or with any other party to the benefit Agreement or person liable thereunder, or interested therein, for the extension, renewal, payment, compromise, modification, waiver, discharge or release thereof, in whole or in part, of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective any Transaction without impairing or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke affecting this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureGuaranty.
Appears in 2 contracts
Samples: United States Cellular Corp, Telephone & Data Systems Inc /De/
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Finance Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Secured Parties with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Company or any Other Credit Party or whether the Company or any Other Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Guarantor, jointly and severally with each other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Credit Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Secured Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Credit Party, any Agent or other Secured Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement that Lender exhaust any right or take any action against any other Other Credit Party to any Secured Party under the Finance Documents but for the fact that they are unenforceable or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Company or a discharge of, any such Other Credit Party or any other guarantor or surety, other than Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Credit Agreement (Be Aerospace Inc), Security Agreement (Be Aerospace Inc)
Guaranty Absolute. (a) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the this Agreement and each other Loan DocumentsDocument, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Agent or any Lender with respect thereto. The obligations of each Guarantor under or in respect of the guarantee under this Article XIV VII (this “Guaranty”) are independent of the Guaranteed ObligationsObligations or any other obligations of the Company or any other Guarantor, as the case may be, under or in respect of this Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Company or any Credit Party Guarantor, as the case may be, or whether the Company or any Credit Party Guarantor, as the case may be, is joined in any such action or actions, and any failure by any Agent or any Lender to bring any such action, to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Guarantor or any other Person or to realize upon any such guarantees or to exercise any rights of setoff or any release of the Company, any Guarantor or any other Person or guarantee or right of setoff, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Credit Agreement (CSRA Inc.), Credit Agreement (CSRA Inc.)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This Guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other guarantythan the Guaranteed Obligations, for any part thereof or amounts which are not covered by this Guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty; (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Obligor to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this Guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which the Company may have at any time against any Obligor, or any other Person in connection herewith or an unrelated transaction; (ek) promptnessthe Administrative Agent’s or any Lender’s election, diligencein any case or proceeding instituted under chapter 11 of the Bankruptcy Code, notice of acceptance and the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender’s claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (n) any other notice with respect circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (n) of this paragraph. It is agreed that the Company’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Obligor of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Obligor and the Administrative Agent and the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Trimble Navigation LTD /Ca/), Credit Agreement (Trimble Navigation LTD /Ca/)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses it may now or hereafter have acquire in any way relating to, any or all of the following: (ai) any illegality, lack of validity or enforceability of any Obligation, (ii) any amendment, modification, acceleration, waiver or consent to departure from the terms of any Obligation of any Loan Document Party under any Loan Document, or any agreement renewal or instrument relating thereto; (b) any extension of the time or change in of the time, manner or place of payment ofpayment, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the any extension of additional credit to any Credit Party or otherwise; , (ciii) any taking, exchange, release or substitution, release, non-perfection or impairment of any Collateralcollateral securing payment of any Obligation, (iv) any change in the corporate existence, structure or ownership of any Borrower, or any takinginsolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or amendment discharge of any Obligation, (v) the existence of any claim, set-off or waiver of other rights that the Borrowers or consent to departure from such Guarantor may have at any other guaranty, for all time against the Administrative Agent or any of its affiliates, any Bank or any of its affiliates, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the Guaranteed Obligations; assertion of any such claim or other rights by separate suit or compulsory counterclaim, (dvi) any changelaw, restructuring regulation, decree or termination of the corporate, limited liability company or partnership structure or existence order of any Credit Party; (e) promptnessjurisdiction, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person event, affecting any term of any Obligation or Administrative Agent's or any CollateralBank's rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (fB) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any Borrower of any assets or its use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty), (vii) any claim that any Guarantor's obligations exceed or are more burdensome than those of the Borrowers; and (viii) any other circumstance (including, without limitation, any statute of limitationslimitations relating to a Borrower) or any existence of or reliance on any representation by Lender Administrative Agent or any Bank that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Credit Party Borrower or any Guarantor or any other guarantor or surety, other than . Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement foregoing, each Guarantor guarantees that it shall pay Administrative Agent strictly in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment express terms of any document or agreement evidencing any Obligation, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the Guaranteed Obligations jurisdiction where any Borrower or Guarantor is rescinded or must otherwise be returned principally located in effect from time to Lender time, or any other Person upon order, decree or regulation in the insolvency, bankruptcy or reorganization of jurisdiction where any Borrower or Guarantor is principally located. It is the intent of this Section 2 that each Guarantors' obligations hereunder are and shall be absolute and unconditional under any other Credit Party or otherwise, and all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futurecircumstances.
Appears in 2 contracts
Samples: Guaranty (Ensco PLC), Guaranty (Ensco PLC)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Bridge Loan Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Holders with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Borrower or any Other Credit Party or whether the Borrower or any Other Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Guarantor, jointly and severally with each other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Credit Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Holders shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Credit Party, the Collateral Agent or any Holder or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement that Lender exhaust any right or take any action against any other Other Credit Party to the Collateral Agent or any other Person Holder under the Bridge Loan Documents but for the fact that they are unenforceable or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Borrower or a discharge of, any such Other Credit Party or any other guarantor or surety, other than Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Guaranty (WorldSpace, Inc), Guaranty (WorldSpace, Inc)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not merely one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent, the LC Issuers and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of the Borrower or the insolvency, for all bankruptcy or any other change in the legal status of the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) the failure of any changeGuarantor or the Borrower to maintain in full force, restructuring validity or termination effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the corporate, limited liability company Guaranteed Obligations or partnership structure or this guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which any Guarantor may have at any time against the Borrower or any other Person in connection herewith or an unrelated transaction; (ek) promptnesswithout limiting the foregoing, diligence, notice all defenses based on suretyship or impairment of acceptance and collateral; or (l) any other notice with respect circumstance, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available toto a guarantor, including all defenses based on suretyship or a discharge of, impairment of collateral; all whether or not any Credit Party Guarantor shall have had notice or knowledge of any other guarantor act or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (l) of this Section. It is agreed that each Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations not arising under this Article XIII at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations not arising under this Article XIII or any provision of any applicable law or regulation purporting to prohibit payment in full by the Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon by the Borrower and the Administrative Agent, the LC Issuers and the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Vectren Corp), Credit Agreement (Vectren Corp)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action Guaranty is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all the Credit Agreement or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentof the terms of the Credit Agreement or the Obligations, includingincluding any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, without limitationor consent to departure from, any increase in the Guaranteed Obligations resulting from the extension of additional credit to other guarantee or support document, or any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Credit Agreement or the Obligations; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of the corporate, limited liability company Credit Agreement or partnership structure or existence of any Credit Partythe Obligations; (e) promptness, diligence, notice of acceptance and any other notice setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right Credit Agreement or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower or other Guarantors and (f) any Credit Party claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other guarantor prohibition or suretyevent, other than the defense in which case each Guarantor shall be unconditionally required to pay all amounts demanded of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full it hereunder prior to any determination of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination maximum liability of the Loan Agreement each Guarantor hereunder in accordance with its termsSection 2 and the recipient of such payment, (b) if so required by a court of competent jurisdiction in a final and non-appealable judgment, shall then be binding upon Guarantorliable for the refund of any excess amounts. If any such rebate or refund is ever required, its successors and assigns and (c) inure all other Guarantors shall be fully liable for the repayment thereof to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremaximum extent allowed by applicable law.
Appears in 1 contract
Samples: Intercreditor Agreement (Magnum Hunter Resources Corp)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Amended and Restated Convertible Note Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Holders with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Borrower or any Other Credit Party or whether the Borrower or any Other Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Guarantor, jointly and severally with each other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Credit Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Holders shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Credit Party, the Collateral Agent or any Holder or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement that Lender exhaust any right or take any action against any other Other Credit Party to the Collateral Agent or any other Person Holder under the Amended and Restated Convertible Note Documents but for the fact that they are unenforceable or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Borrower or a discharge of, any such Other Credit Party or any other guarantor or surety, other than Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 1 contract
Samples: Guaranty (WorldSpace, Inc)
Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor's financial condition ox xxxxity to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Laurus to induce the uxxxxxxgned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee, receiver, interim receiver, or receiver and manager, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Laurus shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: On the Go Healthcare Inc
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of the Loan Documentspayment and not of collection, regardless it is a primary obligation of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights Whirlpool and not one of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now shall not be impaired or hereafter have in any way relating toaffected by, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any takingcollateral; (d) any release, release surrender, compromise, settlement, waiver, subordination or amendment modification, with or waiver without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or consent any part thereof, or any other obligation of any Person with respect to departure the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of the Borrower or the insolvency, for all bankruptcy or any other change in the legal status of the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or payment when due of the Guaranteed Obligations; (di) the failure of Whirlpool or the Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any change, restructuring other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or termination of this guaranty; (j) the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which Whirlpool may have at any time against the Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not Whirlpool shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (j) of this Section 4.03. It is agreed that Whirlpool’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that Whirlpool’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by the Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 1 contract
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Parent and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Parent Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Parent Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Parent Guaranteed Obligations or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all part thereof or any of the Guaranteed Obligationsagreement relating thereto or with respect to any collateral; (d) any changerelease, restructuring surrender, compromise, settlement, waiver, subordination or termination of the corporatemodification, limited liability company with or partnership structure or existence without consideration, of any Credit Partycollateral, any other guarantees with respect to the Parent Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Parent Guaranteed Obligations or any part thereof; (e) promptnessthe enforceability or validity of the Parent Guaranteed Obligations or any part thereof or the genuineness, diligence, notice enforceability or validity of acceptance and any other notice agreement relating thereto or with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateralcollateral; or (f) the application of payments received from any other circumstance (including, without limitation, any statute source to the payment of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, obligations other than the defense of payment. This Article XIV is a continuing Parent Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and shall (a) remain in full force and effect until the indefeasible cash payment in full Lenders might lawfully have elected to apply such payments to any part or all of the Parent Guaranteed Obligations and all other or to amounts payable under which are not covered by this Article XIV and irrevocable termination of guaranty; (g) any change in the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment ownership of any of the Guaranteed Obligations is rescinded Borrower or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Parent Guaranteed Obligations; (i) the failure of the Parent or any Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Parent Guaranteed Obligations or this guaranty, or to take any other action required in connection with the 118 119 performance of all obligations pursuant to the Parent Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Parent may have at any time against any Borrower, or any other Credit Party Person in connection herewith or otherwise, all as though such payment had not been made. Guarantor hereby waives an unrelated transaction; or (k) any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligationsother circumstances, whether existing now or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not the Parent shall have had notice or knowledge of any act or omission referred to in the futureforegoing clauses (a) through (k) of this paragraph. It is agreed that the Parent's liability hereunder is several and independent of any other guarantees or other obligations at any time in effect with respect to the Parent Guaranteed Obligations or any part thereof and that the Parent's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Parent Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 1 contract
Guaranty Absolute. (a) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the this Agreement, each other Loan DocumentsDocument and each Other Secured Agreement, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Administrative Agent or any other Secured Party with respect thereto. The obligations of each Guarantor under or in respect of the guarantee under this Article XIV VII (this “Guaranty”) are independent of the Guaranteed ObligationsObligations or any other obligations of the Company or any other Guarantor, as the case may be, under or in respect of this Agreement, the other Loan Documents and the Other Secured Agreements, and a separate action or actions may be brought and prosecuted against any other guarantor Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Company or any Credit Party Guarantor, as the case may be, or whether the Company or 134 any Credit Party Guarantor, as the case may be, is joined in any such action or actions, and any failure by the Administrative Agent or any other Secured Party to bring any such action, to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Guarantor or any other Person or to realize upon any such guarantees or to exercise any rights of setoff or any release of the Company, any Guarantor or any other Person or guarantee or right of setoff, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 1 contract
Samples: Credit Agreement (Perspecta Inc.)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective 69 enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of the Borrower or the insolvency, for all bankruptcy or any other change in the legal status of the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or the Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against the Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that the Company’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by the Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 1 contract
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will Liabilities shall be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of each Guarantor under this Article XIV shall be irrevocable, Guaranty is absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsLiabilities, the Loan Documents, or any other amendment or waiver of or any consent to departure from any of the terms of the Liabilities or any Loan Document, Document including, without limitation, any increase or decrease in the Guaranteed Obligations resulting from the extension rate of additional credit to any Credit Party or otherwiseinterest thereon; (cb) any takingrelease or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all or any of the Guaranteed ObligationsLiabilities or the Loan Documents; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any of the Liabilities or the Loan Documents; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of any of the corporate, limited liability company Liabilities or partnership structure or existence of any Credit Partythe Loan Documents; and (e) promptness, diligence, notice of acceptance and any other notice setoff, defense, or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) or circumstance whatsoever with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right Liabilities or take any action against any other Credit Party the Loan Documents or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower or a Guarantor; and each Guarantor irrevocably waives the right to assert such defenses, set-offs or counterclaims in any Credit Party litigation or other proceeding relating to the Liabilities, the Loan Documents or the transactions contemplated thereby. To the fullest extent permitted by law, each Guarantor hereby expressly waives any and all rights or defenses arising by reasons of (A) any “one action” or “anti-deficiency” law which would otherwise prevent the Administrative Agent or any Secured Party from bringing any action, including any claim for a deficiency, or exercising any other guarantor right or suretyremedy (including any right of set-off), other than against a Guarantor before or after the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective Administrative Agent’s or be reinstated, as the case may be, if at any time any payment such Secured Party’s commencement or completion of any foreclosure action, whether judicially, by exercise of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization power of Borrower or any other Credit Party sale or otherwise, all as though such payment had not been made. Guarantor hereby waives or (B) any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing other law which in nature and applies to all Guaranteed Obligations, whether existing now any other way would otherwise require any election of remedies by the Administrative Agent or in the futureany Secured Party.
Appears in 1 contract
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit or any part thereof or any agreement relating thereto or with respect to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such 91 100 payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Subsidiary Borrower or the insolvency, for all bankruptcy or any other change in the legal status of any Subsidiary Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Subsidiary Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Subsidiary Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Subsidiary Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Subsidiary Borrower and the Administrative Agent and the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Plexus Corp)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not merely one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with -37- Vectren Utility Holdings, Inc. Note Purchase Agreement respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the holders of Notes might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of the Company or the insolvency, for all bankruptcy or any other change in the legal status of the Company; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) the failure of any changeGuarantor or the Company to maintain in full force, restructuring validity or termination effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the corporate, limited liability company Guaranteed Obligations or partnership structure or this guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which any Guarantor may have at any time against the Company or any other Person in connection herewith or an unrelated transaction; (ek) promptnesswithout limiting the foregoing, diligence, notice all defenses based on suretyship or impairment of acceptance and collateral; or (l) any other notice with respect circumstance, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available toto a guarantor, including all defenses based on suretyship or a discharge of, impairment of collateral; all whether or not any Credit Party Guarantor shall have had notice or knowledge of any other guarantor act or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (l) of this Section. It is agreed that each Guarantor’s liability under this Section 18 is independent of any other guaranties or other obligations not arising under this Section 18 at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non‑enforcement of any such other guaranties or other obligations not arising under this Section 18 or any provision of any applicable law or regulation purporting to prohibit payment in full by the Company of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon by the Company and the holders of Notes.
Appears in 1 contract
Samples: Note Purchase Agreement (Vectren Utility Holdings Inc)
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsCredit Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrower with respect thereto. The obligations undersigned hereby knowingly accepts the full range of Guarantor under rights encompassed within a contract of "continuing guaranty" which risk includes the possibility that Borrower will contract additional indebtedness for which the undersigned may be liable hereunder after Xxxxxxxx's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledges that (i) no oral representations, including any representation to extend credit or provide other financial accommodations to borrower, have been made by Lender to induce the undersigned to enter into this Article XIV are independent guaranty and (ii) any extension of credit to Borrower shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsAgreement. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof; (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligation or any assignment or transfer of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisethereof; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees; (d) any limitation on any party's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing; (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment Obligation of any of the Guaranteed Obligations is rescinded or must otherwise be returned Borrower to Lender under the Credit Agreement. Obligations include post-petition interest whether or any other Person upon the insolvency, bankruptcy not allowed or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Lazare Kaplan International Inc
Guaranty Absolute. Guarantor The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The obligations Obligations of Guarantor the Company under or in respect of this Article XIV Company Guaranty are independent of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor the Company to enforce such obligationsthis Company Guaranty, irrespective of whether any action is brought against any Credit applicable Designated Borrower or any other Loan Party or whether such Designated Borrower or any Credit other Loan Party is joined in any such action or actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of the Guaranteed Obligations. The liability of Guarantor the Company under this Article XIV Company Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of and the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor Company hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Loan Party or any other Person of its Subsidiaries or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy bankruptcy, reorganization or reorganization of other similar proceeding affecting any applicable Designated Borrower or any other Credit Loan Party or otherwise, all as though such payment had not been made. Guarantor hereby waives its assets or any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all resulting release or discharge of any Guaranteed Obligations, whether existing now or in the future.Obligation;
Appears in 1 contract
Samples: Credit Agreement (Danaher Corp /De/)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of the Guarantor under or in respect of this Article XIV Guaranty are independent of the Guaranteed ObligationsObligations or any other obligations of any other Loan Party, and a separate action or actions may be brought and prosecuted against any other guarantor the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Credit other Loan Party or whether any Credit other Loan Party is joined in any such action or actions. The liability of the Guarantor under this Article XIV Guaranty shall be irrevocable, indefeasible, absolute and unconditional irrespective of, and, in consideration of and the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have acquire in any way relating to, any or all of the following: (ai) any illegality, lack of validity or enforceability unenforceability of any Loan Document Obligation or any document, agreement or instrument relating thereto; , (bii) any change in the timeamendment, manner modification, waiver or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the terms of any Obligation or any other Loan Document, Document (including, without limitation, any renewal or extension of the time of payment or change in the manner or place of payment, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; Borrower, and any acceleration of the maturity of any of the Obligations), (ciii) any taking, exchange, release or substitution, release, non-perfection or impairment of any Collateralcollateral securing payment of any Obligation, (iv) any manner of application of any collateral securing payment of any Obligation, or proceeds thereof, to all or any of the Obligations, or any taking, release manner of sale or amendment or waiver other disposition of or consent to departure from any other guaranty, collateral securing payment of any Obligation for all or any of the Guaranteed Obligations; Obligations or any other assets of any other Loan Party, (dv) any changechange in the corporate or other organizational existence, restructuring or termination of the corporate, limited liability company or partnership structure or ownership of any other Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Loan Party or its assets or any resulting release or discharge of any Obligation, (vi) the existence of any Credit Party; (e) promptnessclaim, diligence, notice of acceptance and set- off or other rights that the Guarantor may have at any time against any other notice with respect to Loan Party, the Guaranteed Parties, or any other corporation or person, whether in connection herewith or any unrelated transaction, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim, (vii) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Guaranteed Obligations and this Article XIV and Parties with respect thereto, including, without limitation: (A) the application of any requirement such law, regulation, decree or order, including any prior approval, that Lender exhaust would prevent the exchange of a non-Contractual Currency (as defined below) for a Contractual Currency or the remittance of funds outside of such jurisdiction or the unavailability of a Contractual Currency in any right legal exchange market in such jurisdiction in accordance with normal commercial practice; (B) a declaration of banking moratorium or take any action against suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any other Credit Loan Party of any assets or any other Person their use or any Collateralof the ability to operate its business or a material part thereof; or (fD) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction that have an effect similar to that of an event described in clause (A), (B) or (C) above, (viii) the failure of any other person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Obligations, (ix) any recovery by the Guaranteed Parties against the Guarantor of any deficiency after any foreclosure under any mortgage by nonjudicial sale and any defense or benefits that may be afforded by applicable law, (x) any failure of any Guaranteed Party to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to any Guaranteed Party (the Guarantor waiving any duty on the part of the Guaranteed Parties to disclose such information), and (xi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender any Guaranteed Party that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Credit other Loan Party or the Guarantor or any other guarantor or surety, surety (other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination Obligations). Without limiting the generality of the Loan Agreement foregoing, the Guarantor agrees, subject to Section 7, that it shall pay the Administrative Agent strictly in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment terms of any Loan Document, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender jurisdiction where the applicable Loan Party or any other Person upon person or entity obligated for such Obligation is located (such terms, the insolvency“Contractual Terms” and such currency, bankruptcy the “Contractual Currency”). This Guaranty relates to international credit transactions in which the specification of the Contractual Terms, including without limitation, the Contractual Currency, of any document or reorganization agreement evidencing any Obligation is of Borrower or the essence. It is the intent of this Section 2 that the Guarantor’s obligations hereunder are and shall be irrevocable, indefeasible, absolute and unconditional under any other Credit Party or otherwise, and all as though such payment had not been madecircumstances. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Samples: Credit Agreement (Pricesmart Inc)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsConvertible Notes, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Article XIV Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any Credit Party other Guarantor or whether Parent or any Credit Party other Guarantor is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document the Convertible Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentthe Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party Parent or otherwise; (c) any taking, exchange, release release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any CollateralParent; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, any Credit Party Parent or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender by Collateral Agent, the Lenders or any other Person entity upon the insolvency, bankruptcy or reorganization of Borrower the Parent or otherwise (and whether as a result of any other Credit Party demand, settlement, litigation or otherwise), all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Samples: Collateral Agent Agreement (Hq Sustainable Maritime Industries, Inc.)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the other Loan 88 26203076.0000000000.8 Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any other Lender with respect thereto. The obligations Obligations of each Guarantor under or in respect of this Article XIV Guaranty are independent of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit other Loan Party or whether the Borrower or any Credit other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any Credit other Loan Party or any of their Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit PartyLoan Party or any of its Subsidiaries; (ef) promptness, diligence, notice any failure of acceptance and the Administrative Agent or any other notice Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Lender (each Guarantor waiving any duty on the part of the Administrative Agent and each other Lender to disclose such information); (g)the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any CollateralObligations; or (fh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any other Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Loan Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or by any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.89 26203076.0000000000.8
Appears in 1 contract
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other guarantythan the Guaranteed Obligations, for any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not such Borrower Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this Section 11.03. It is agreed that each Borrower Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non- 158 90295627_3 enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrowers and the Administrative Agent and the Lenders.
Appears in 1 contract
Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)
Guaranty Absolute. Guarantor guarantees This Guaranty is an absolute, unconditional, continuing and unlimited guaranty of the full and punctual payment and performance by [Foreign Subsidiary] of its obligations under the Note and not of their collectibility only and is in no way conditioned upon any requirement that the Guaranteed Obligations will be paid strictly in accordance with the terms Lender first attempt to collect any of the Loan Documentsobligations from [Foreign Subsidiary], regardless or upon any other contingency whatsoever, and the Lender may proceed hereunder against the Guarantor in the first instance to collect the obligations under the Note when due, without first proceeding against [Foreign Subsidiary] or any other Person and without first resorting to any security or other means of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect theretoobtaining payment. The obligations of the Guarantor under this Article XIV hereunder are independent of the Guaranteed Obligationsirrevocable, absolute and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligationsunconditional, irrespective of whether genuineness, validity, regularity or enforceability of the obligations under the Note or any action is brought against any Credit Party other circumstance (except payment to, or whether any Credit Party is joined in any such action express, written waiver, release or actionsconsent by, the Lender) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. The liability of the Guarantor under this Article XIV hereunder shall in no way be irrevocableaffected or impaired by any acceptance by the Lender of any direct or indirect security for, absolute and unconditional irrespective or other guaranties of, andthe obligations under the Note, in consideration or by any failure, delay, neglect or omission of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives Lender to realize upon or protect any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document obligations or any agreement such other indebtedness, liability or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all obligation or any of the Guaranteed ObligationsNote or other instruments evidencing the same or any direct or indirect security therefor, or by any approval, consent, waiver or other amendment action taken or waiver of or omitted to be taken by the Lender. Upon any consent to departure from any Loan Document, including, without limitation, any increase default by [Foreign Subsidiary] in the Guaranteed Obligations resulting from payment and performance of the extension obligations under the Note, the liabilities and obligations of additional credit the Guarantor hereunder shall become forthwith due and payable to any Credit Party the Lender without demand or otherwise; (c) any taking, exchange, release or non-perfection notice of any Collateralnature, or any taking, release or amendment or waiver all of or consent to departure from any other guaranty, for all or any of which are expressly waived by the Guaranteed Obligations; (d) any change, restructuring or termination of Guarantor. Payments by the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of Guarantor may be required by the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense number of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureoccasions.
Appears in 1 contract
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action Guaranty is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all the Credit Agreement or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentof the terms of the Credit Agreement or the Obligations, includingincluding any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, without limitationor consent to departure from, any increase in the Guaranteed Obligations resulting from the extension of additional credit to other guaranty or support document, or any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Credit Agreement or the Obligations; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of the corporate, limited liability company Credit Agreement or partnership structure or existence of any Credit Partythe Obligations; (e) promptness, diligence, notice of acceptance and any other notice setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right Credit Agreement or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrowers or other Guarantors and (f) any Credit Party claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other guarantor prohibition or suretyevent, other than the defense in which case each Guarantor shall be unconditionally required to pay all amounts demanded of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full it hereunder prior to any determination of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination maximum liability of the Loan Agreement each Guarantor hereunder in accordance with its termsSection 2 and the recipient of such payment, (b) if so required by a final non-appealable court of competent jurisdiction by a final and non-appealable judgment, shall then be binding upon Guarantorliable for the refund of any excess amounts. If any such rebate or refund is ever required, its successors and assigns and (c) inure all other Guarantors shall be fully liable for the repayment thereof to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremaximum extent allowed by applicable law.
Appears in 1 contract
Samples: Security and Pledge Agreement (Asbury Automotive Group Inc)
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documentsdocuments evidencing the same, regardless of any law regulation or order Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Guarantied Parties with respect thereto. The obligations liability of the Guarantor under this Article XIV are independent Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation, the following (whether or not the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guaranteed Guarantied Obligations, and a separate (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, any Specified Derivatives Contract, or any other document, instrument or agreement evidencing or relating to any Guarantied Obligations (the “Guarantied Documents”), or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party inaction under or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective respect of, and, in consideration any Guarantied Document or any assignment or transfer of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: Guarantied Document; (ab) any lack of validity or enforceability of any Loan Guarantied Document or any agreement assignment or instrument relating thereto; (b) transfer of any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Guarantied Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing to any of the Guarantied Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or non-perfection of any Collateralsurrender of, or realization on, any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or collateral securing any of the Guaranteed Guarantied Obligations; (d) any change, restructuring settlement or termination compromise of any of the corporateGuarantied Obligations, limited any security therefor, or any liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice party with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party Guarantied Obligations, or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full subordination of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Guarantied Obligations is rescinded or must otherwise be returned to Lender or the payment of any other Person upon liability of the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.Loan Party;
Appears in 1 contract
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor guaranty made under this Article XIV are independent V is a guaranty of the Guaranteed Obligations, payment and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective not of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionscollection. The liability of Guarantor under this Article XIV Guarantor’s Obligations shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating tovalidity, any or all of the following: (a) any lack of validity legality or enforceability of this Agreement, the Notes or any other Loan Document or any agreement other guaranty of the Borrower’s Obligations, and shall not be affected by any action taken under this Agreement, the Notes or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term ofLoan Document, all or any other guaranty of the Guaranteed Borrower’s Obligations, or any other amendment agreement between any Lender and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower’s Obligations, or by the release or other disposal of any security for any of the Borrower’s Obligations, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any consent to departure from transfer or disposition of any assets of the Borrower or by any extension or renewal of this Agreement, any of the Notes or any other Loan Document, includingin whole or in part, without limitationor by any modification, alteration, amendment or addition of or to this Agreement, any increase in of the Guaranteed Obligations resulting from Notes or any other Loan Document, any other guaranty of the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any CollateralBorrower’s Obligations, or any taking, release or amendment or waiver of or consent to departure from other agreement between any other guaranty, for all or any of Lender and the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party Borrower or any other Person Person, or any Collateral; or (f) by any other circumstance whatsoever (includingwith or without notice to or knowledge of CPV) which may or might in any manner or to any extent vary the risks of CPV, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, legal or equitable discharge of a surety or a discharge of, any Credit Party or any other guarantor or surety, other than guarantor; it being the defense of payment. This Article XIV is a continuing guaranty purpose and shall (a) remain in full force and effect until the indefeasible cash payment in full intent of the Guaranteed Obligations and all other amounts payable parties hereto that the guaranty made under this Article XIV V shall be absolute and irrevocable termination of the Loan Agreement in accordance with its terms, (b) unconditional under any and all circumstances and shall not be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, discharged except by payment as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureherein provided.
Appears in 1 contract
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documentsdocuments evidencing the same, regardless of any law regulation or order Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Guarantied Parties with respect thereto. The obligations liability of the Guarantor under this Article XIV are independent Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation, the following (whether or not the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guaranteed Guarantied Obligations, and a separate (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, any Specified Derivatives Contract, or any other document, instrument or agreement evidencing or relating to any Guarantied Obligations (the “Guarantied Documents”), or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party inaction under or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective respect of, and, in consideration any Guarantied Document or any assignment or transfer of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: Guarantied Document; (ab) any lack of validity or enforceability of any Loan Guarantied Document or any agreement assignment or instrument relating thereto; (b) transfer of any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Guarantied Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing to any of the Guarantied Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or non-perfection of any Collateralsurrender of, or realization on, any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or collateral securing any of the Guaranteed Guarantied Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.;
Appears in 1 contract
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsNote and/or any other Ancillary Agreement, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrower with respect thereto. The obligations Each Guarantor acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Inmark to induce such Guarantor to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Borrower shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsNote. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Note or any other Ancillary Agreement or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, Note or any other amendment or waiver of Ancillary Agreement or any consent to departure from assignment or transfer of any Loan Documentthereof, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Inmark or its assignees or any acceptance thereof or any release of any security by Inmark or its assignees, (d) any limitation on any party's liability or obligation under the Note or any other Ancillary Agreement or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not such Guarantor shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor. Any amounts due from any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and Guarantor to Inmark shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Default Rate. Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of the Borrower or the insolvency, for all bankruptcy or any other change in the legal status of the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against the Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not such Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that each Guarantor’s liability hereunder is several and independent Form of Subsidiary Guaranty of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by the Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 1 contract
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsPurchaser Notes and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrower with respect thereto. The obligations Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Borrower will contract additional indebtedness for which Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against liable hereunder after Borrower's financial condition or ability to pay its lawful debts whex xxxx xecome due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledges that no oral representations, including any representations to extend credit or provide other guarantor financial accommodations to enforce such obligationsBorrower, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionshave been made by Lender to induce the undersigned to enter into this Guaranty. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, in accordance with its terms, and, so long as the Obligations are outstanding, shall remain in consideration of the direct full force and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document the Purchaser Notes or other documents, instruments or agreements relating to the Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Tidel Technologies Inc
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsNotes, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Trustee or the Lenders with respect thereto. The obligations of Guarantor under this Article XIV Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any Credit Party other Guarantor or whether Parent or any Credit Party other Guarantor is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentthe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party Parent or otherwise; (c) any taking, exchange, release release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit PartyParent; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.or
Appears in 1 contract
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source 156 89826417_6 to the payment of obligations other guarantythan the Guaranteed Obligations, for any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not such Borrower Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this Section 11.03. It is agreed that each Borrower Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrowers and the Administrative Agent and the Lenders.
Appears in 1 contract
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Loan DocumentsNotes, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Administrative Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Article XIV Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor such Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Credit Party the Borrower or the other Guarantor or whether any Credit Party the Borrower or the other Guarantor is joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of to the direct and indirect benefits from the financing arrangements contemplated herein enjoyed maximum extent permitted by such Guarantor. law, each Guarantor hereby irrevocably waives waives, any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document this Agreement, the Notes or any agreement or instrument relating theretohereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Loan DocumentNote, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party the Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any CollateralBorrower; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party Guarantor, the Borrower or any other guarantor or surety, surety other than the defense of paymentpayment when due. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender by the Administrative Agent or any other Person Lender upon the insolvency, bankruptcy or reorganization of the Borrower or any other Credit Party either Guarantor or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Samples: Revolving Credit Agreement (Telecomunicaciones De Puerto Rico Inc)
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will ----------------- be paid strictly in accordance with the terms of the Loan Documentshereof, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or terms. Guarantor hereby knowingly accepts the rights full range of Lender with respect theretorisk encompassed within a contract of "continuing guaranty". The obligations undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Borrower shall be governed solely by the provisions of the Guaranteed Obligationsdocuments, instruments and a separate action or actions may be brought agreements evidencing the Loan Transaction (as amended, modified and prosecuted against any other guarantor to enforce such obligationssupplemented from time, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsthe "Loan Documents"). The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Texhoma Energy Inc
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Finance Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Finance Parties with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against any of the Borrowers or any Other Credit Party or whether any of the Borrowers or any Other Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Guarantor, jointly and severally with each other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Credit Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Credit Party, any Agent or other Finance Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor's liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement that Lender exhaust any right or take any action against any other Other Credit Party to any Finance Party under the Finance Documents but for the fact that they are unenforceable or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of similar proceeding involving any of the Guaranteed Obligations is rescinded Borrowers or must such Other Credit Party. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be released, discharged or otherwise be returned to Lender affected or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.impaired by:
Appears in 1 contract
Samples: Brooks Pharmacy, Inc.
Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Xxxxxx’s financial condition or ability to pay its lawful debts when they fall due has deteriorated. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by the Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents, or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document Document, or other documents, instruments or agreements relating to the Obligations or any agreement assignment or instrument relating thereto; transfer of any thereof, (bc) any change in furnishing of any additional security to the time, manner Lender or place of payment of, or in any other term of, all their assignees or any acceptance thereof or any release of any security by the Guaranteed ObligationsLender or their assignees, (d) any limitation on any party’s liability or obligation under the Documents, or any other amendment documents, instruments or waiver of agreements relating to the Obligations or any consent to departure from assignment or transfer of any Loan Documentthereof or any invalidity or unenforceability, includingin whole or in part, without limitationof any such document, instrument or agreement or any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; term thereof, (ce) any takingbankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to the Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, Obligations as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or set forth in the futureDocuments. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. This Guaranty shall in all respects be an absolute, unconditional and irrevocable guaranty of payment of the Guaranteed Obligations and Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments under which they arise, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Guaranteed Party with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall remain in full force and effect without regard to, and shall not be irrevocablereleased, absolute and unconditional irrespective suspended, discharged, terminated, modified or otherwise affected by any circumstance or occurrence whatsoever, including without limitation any of the following (whether or not Guarantor consents thereto or has notice thereof): (i) any change in or waiver of the time, place or manner of payment, or any other term, of any of the Guaranteed Obligations or Loan Documents, any waiver of or any renewal, extension, increase, amendment or modification of or addition, consent or supplement to or deletion from, or any other action or inaction under or in respect of, and, in consideration any of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives Guaranteed Obligations or Loan Documents or any defenses it may now other document, instrument or hereafter have in agreement referred to therein or any way relating to, assignment or transfer of any or all of the following: Guaranteed Obligations or Loan Documents; (aii) any lack of validity validity, legality or enforceability of any of the Guaranteed Obligations or Loan Document Documents or any other document, instrument, or agreement referred to therein or instrument relating theretoof any assignment or transfer of any of the foregoing; (biii) any change in furnishing to the time, manner or place Guaranteed Party of payment of, or in any other term of, all or additional collateral for any of the Guaranteed Obligations, Obligations or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingsale, exchange, release or non-perfection of any Collateralsurrender of, or realization on, any taking, release or amendment or waiver of or consent to departure from any other guaranty, collateral for all or any of the Guaranteed Obligations; (div) any changesettlement, restructuring release or termination compromise of any of the corporateGuaranteed Obligations or Loan Documents, limited any collateral therefor, or any liability company or partnership structure or existence of any Credit Party; other party (e) promptness, diligence, notice of acceptance and including without limitation any other notice guarantor) with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party Loan Documents, or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute subordination of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or the payment of any other Person upon indebtedness, liability or obligation of the Borrower; (v) any bankruptcy, insolvency, bankruptcy reorganization, composition, adjustment, merger, consolidation, dissolution, liquidation or reorganization of other like proceeding or occurrence relating to the Borrower or any other Credit change in the ownership, composition or nature of the Borrower; (vi) any non-perfection, subordination, release, avoidability or voidability of any security interest, security title, pledge, collateral assignment or other lien of the Guaranteed Party on any collateral for any of the Guaranteed Obligations or this Guaranty; (vii) any application of sums paid by the Borrower or any other person with respect to any of the Guaranteed Obligations, except to the extent actually applied against the Guaranteed Obligations, regardless of what other liabilities of the Borrower remain unpaid; (viii) the failure of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any other person (including any other guarantor of any of the Guaranteed Obligations) under the provisions of any of the Loan Documents or otherwise, all as though such payment had not been made. Guarantor hereby waives or any failure of the Guaranteed Party to exercise any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all or remedy against any other guarantor of or any collateral for any of the Guaranteed Obligations; (ix) any other act or failure to act by the Guaranteed Party which may adversely affect any guarantor of the Guaranteed Obligations; or (x) any other circumstance which might otherwise constitute a defense against, whether existing now or in a legal or equitable discharge of, the futureliability of any guarantor of the Guaranteed Obligations.
Appears in 1 contract
Samples: Loan Agreement (Immucor Inc)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of the Guarantor under this Article XIV are independent of the Guaranteed Obligationshereunder shall be primary, absolute, irrevocable and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligationsunconditional, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, Promissory Note or any other amendment or waiver of or any consent instrument referred to departure from any Loan Documenttherein, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit shall not be subject to any Credit Party counterclaim, setoff, deduction or defense based upon any claim the Guarantor may have against the Borrower or the Lender or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not the Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment to, modification of, supplement to or restatement of the Promissory Note or any other instrument referred to therein (it being agreed that the obligations of the Guarantor hereunder shall apply to the Promissory Note or any such other instrument as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Promissory Note; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Promissory Note or any other instrument referred to therein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Borrower or its property; (d) any merger, amalgamation or consolidation of the Guarantor or of the Borrower into or with any other person or any sale, lease or transfer of any or all of the assets of the Guarantor or of the Borrower to any person; (e) any failure on the part of the Borrower for any reason to comply with or perform any of the terms of any other agreement with the Guarantor; (f) any failure on the part of the Lender to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to the Guarantor or to any subrogation, contribution or reimbursement rights the Guarantor may otherwise have. The Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible cash payment in full in cash of all of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureobligations hereunder.
Appears in 1 contract
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and/or any other document, instrument or agreement creating or evidencing the Loan DocumentsObligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrower with respect thereto. The obligations Each Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Borrower will contract additional indebtedness for which such Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought liable hereunder after Borrower's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. Each Guarantor acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Agent or any Lender to induce such Guarantor to enter into this Agreement and prosecuted against (ii) any other guarantor extension of credit to enforce such obligations, irrespective Borrower shall be governed solely by the provisions of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsthis Loan Agreement and the Ancillary Documents. The liability of each Guarantor under this Article XIV Agreement shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of this Agreement and the Ancillary Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof; (b) any lack of validity or enforceability of any Loan Document of this Agreement, the Ancillary Documents or any agreement assignment or instrument relating thereto; (b) transfer of any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisethereof; (c) any taking, exchange, release or non-perfection furnishing of any Collateral, additional security to Agent or its assignees or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all acceptance thereof or any release of the Guaranteed Obligationsany security by Agent or its assignees; (d) any changelimitation on any party's liability or obligation under this Agreement, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party Ancillary Documents or any other Person documents, instruments or agreements relating to the Obligations or any Collateral; assignment or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.transfer
Appears in 1 contract
Guaranty Absolute. Each Guarantor guarantees agrees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Lenders with respect thereto. The obligations Obligations of each Guarantor under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor Guarantor to enforce such obligationsthis Article VII, irrespective of whether any action is brought against the Borrower or any Credit Party other Guarantor or whether the Borrower or any Credit Party other Guarantor is joined in any such action or actions. Upon the Guaranteed Obligations becoming due and payable (by acceleration or otherwise), the Lenders shall be entitled to immediate payment of such Guaranteed Obligations by the Guarantors upon written demand by the Lenders, without further application to or order of the Bankruptcy Court. The liability of each Guarantor under this Article XIV VII, and the rights of the Lenders hereunder, shall be irrevocable, absolute and unconditional unconditional, irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, Obligations or any other amendment or waiver of or any consent to any departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or any Credit Party of its Subsidiaries or otherwise; (ciii) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of the Borrower or any of its Subsidiaries; (v) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit Party; (e) promptnessthe Borrower, diligencethe Guarantors, notice of acceptance and any other notice with respect to or any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateraltheir Subsidiaries; or (fvi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender circumstances that might otherwise constitute a defense available to, or a discharge ofor, the Borrower, any Credit Party Guarantor or any other a third-party guarantor or surety, other than the defense grantor of paymenta Lien. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV The Guaranty provided hereunder shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations or any other payment provided for hereunder is rescinded or must otherwise be returned to Lender by the Lenders or any other Person Lender upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party Guarantor or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Guaranty Absolute. Subject to Section 2.10, the liability of the Guarantor guarantees that the Guaranteed Obligations will be paid strictly under, and in accordance with the terms of the Loan Documentsof, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of and the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have acquire in any way relating to, any or all of the following: (ai) any illegality, lack of validity or enforceability unenforceability of any Loan Document Secured Obligation, (ii) any amendment, modification, waiver or consent to departure from the terms of any agreement Secured Obligation, including any renewal or instrument relating thereto; extension of the time of payment or change in the manner or place of payment, (biii) any exchange, substitution, release, non-perfection or impairment of any collateral securing payment of any Secured Obligation, (iv) any change in the timecorporate existence, manner structure or place ownership of payment ofany Borrower (including without limitation, the Guarantor failing to hold any equity interest in any Borrower), or in any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or discharge of any Secured Obligation, (v) the existence of any claim, set-off or other rights that the Guarantor may have at any time against any Borrower, Administrative Agent, any Lender, any of their respective Affiliates or any other term ofcorporation or person, all whether in connection herewith or any unrelated transaction; provided that nothing herein will prevent the assertion of the Guaranteed Obligationsany such claim by separate suit or compulsory counterclaim, (vi) any law, regulation, decree or order of any jurisdiction, or any other amendment event, affecting any term of any Secured Obligation or waiver of the Administrative Agent’s (or any consent to departure from Lender’s (or any Loan Documentapplicable Affiliate’s)) rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, that would prevent the exchange of a non-Contractual Currency (as defined below) for a Contractual Currency or the remittance of funds outside of such jurisdiction or the unavailability of a Contractual Currency in any legal exchange market in such jurisdiction in accordance with normal commercial practice; (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, required rescheduling or restructuring of, or required approval of payments on, any increase indebtedness in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisesuch jurisdiction; (cC) any takingexpropriation, exchangeconfiscation, release nationalization or non-perfection requisition by such country or any governmental authority that directly or indirectly deprives any Borrower of any Collateral, assets or any taking, release their use or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring ability to operate its business or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collaterala material part thereof; or (fD) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction that have an effect similar to that of an event described in clause (A), (B) or (C) above, and (vii) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender (or any applicable Affiliate thereof) that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Credit Party Borrower or the Guarantor or any other guarantor or surety, other than . Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of foregoing, the Loan Agreement Guarantor agrees, subject to Section 2.7, that payments hereunder to the Administrative Agent will be paid in accordance with its terms, (b) the terms and provisions of the Credit Agreement and any other document or agreement evidencing any Secured Obligation. All payments by the Guarantor hereunder shall be binding upon Guarantor, its successors and assigns and (c) inure to made in the benefit ofamounts, and be enforceable byin the same currency in which the underlying Secured Obligations are payable (such currency, Lender the “Contractual Currency”), irrespective of and its successorswithout giving effect to any law, assignsorder, pledgees, transferees. This Article XIV shall continue decree or regulation in effect from time to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or jurisdiction where any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other person or entity is located. This Guaranty relates to international credit transactions in which the specification of the terms hereunder and in the Credit Party or otherwiseAgreement, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIVincluding without limitation, the Contractual Currency, and acknowledges of any document or agreement evidencing any Secured Obligation is of the essence. It is the intent of this Section 2.2 that this Article XIV is continuing in nature the Guarantor’s obligations hereunder are and applies to shall be absolute and unconditional under any and all Guaranteed Obligations, whether existing now or in the futurecircumstances.
Appears in 1 contract
Samples: Guaranty (Cummins Inc)
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsNotes and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrower with respect thereto. The obligations Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Borrower will contract additional indebtedness for which Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against liable hereunder after Borrower's financial condition xx xxxxity to pay its lawful debts when they become due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledges that no oral representations, including any representations to extend credit or provide other guarantor financial accommodations to enforce such obligationsBorrower, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionshave been made by Lender to induce the undersigned to enter into this Guaranty. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, in accordance with its terms, and, so long as the Obligations are outstanding, shall remain in consideration of the direct full force and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document the Notes or other documents, instruments or agreements relating to the Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Pipeline Data Inc
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This Guaranty is a guarantee of payment and not of collection, is a primary obligation of the Loan Documents, regardless Parent and not merely one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now shall not be impaired or hereafter have in any way relating toaffected by, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitution for, the Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Obligations or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all part thereof or any of the Guaranteed Obligationsagreement relating thereto or with respect to any collateral; (d) any changerelease, restructuring surrender, compromise, settlement, waiver, subordination or termination of the corporatemodification, limited liability company with or partnership structure or existence without consideration, of any Credit Partycollateral, any other Guaranty with respect to the Obligations or any part thereof, or any other obligation of any Person with respect to the Obligations or any part thereof; (e) promptnessthe enforceability or validity of the Obligations or any part thereof or the genuineness, diligence, notice enforceability or validity of acceptance and any other notice agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Obligations, any part thereof or amounts which are not covered by this Article XII even though the Administrative Agent or any other Lender Party might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations and or to amounts which are not covered by this Article XIV XII; (g) any change in the ownership of the Borrower or any other Loan Party or the insolvency, bankruptcy or any other change in the legal status of the Borrower or any other Loan Party; (h) change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (i) the failure of the Borrower or any other Loan Party to maintain in full force, validity or effect or to obtain or renew when required all governmental and any requirement that Lender exhaust any right other approvals, licenses or consents required in connection with the Obligations or this Article XII, or to take any other action required in connection with the performance of all obligations pursuant to the Obligations or this Article XII; (j) the existence of any claim, defense, deduction, recoupment, setoff or other rights which the Parent may have at any time against the Borrower, any other Credit Loan Party or any other Person in connection herewith or any Collateralan unrelated transaction; or (fk) any other circumstance (includingcircumstance, without limitationwhether or not similar to any of the foregoing, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor (including all defenses based on suretyship or a discharge of, impairment of collateral); all whether or not the Parent shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain in full force through (k) of this Section. It is agreed that the Parent’s liability hereunder is several and effect until the indefeasible cash payment in full independent of the Guaranteed Obligations and all any other amounts payable Guaranty or other obligations not arising under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if XII at any time in effect with respect to the Obligations or any payment part thereof and that the Parent’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any of the Guaranteed Obligations is rescinded such other Guaranty or must otherwise be returned to Lender other obligations not arising under this Article XII or any other Person upon provision of any applicable Law purporting to prohibit payment by the insolvency, bankruptcy or reorganization of Borrower or any other Credit Loan Party of the Obligations in the manner agreed upon by the Borrower and the other Loan Parties and the Administrative Agent or otherwiseany other Lender Party. This Guaranty is continuing, and shall remain in effect until all as though such payment had not Obligations have been madepaid in full. Guarantor The Parent hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies Guaranty as to all Guaranteed Obligations, whether existing now or in the futureany future transaction giving rise to any Obligation.
Appears in 1 contract
Samples: Credit Agreement (GrubHub Inc.)
Guaranty Absolute. To the maximum extent permitted by applicable law, each Guarantor guarantees agrees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The obligations Obligations of each Guarantor under or in respect of this Article XIV Guaranty are independent of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit other Loan Party or whether the Borrower or any Credit other Loan Party is are joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives waives, to the maximum extent permitted by applicable law, any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of of, or any consent to departure from from, any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any CollateralCollateral or any other collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit PartyLoan Party or any of its Subsidiaries; (ef) promptnessany failure of the Lender to disclose to any Loan Party any information relating to the business, diligencecondition (financial or otherwise), notice operations, performance, properties or prospects of acceptance and any other notice Loan Party now or hereafter known to the Lender; (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety, in each case, with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any CollateralObligations; or (fh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Loan Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Samples: Better Choice Co Inc.
Guaranty Absolute. This Guaranty shall in all respects be an absolute, unconditional and irrevocable guaranty of payment of the Guaranteed Obligations and each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments under which they arise, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Guaranteed Party with respect thereto. The obligations liability of each Guarantor under this Article XIV are independent Guaranty shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated, modified or otherwise affected by any circumstance or occurrence whatsoever, including without limitation any of the following (whether or not any Guarantor consents thereto or has notice thereof): (i) any change in or waiver of the time, place or manner of payment, or any other term, of any of the Guaranteed ObligationsObligations or Loan Documents, and a separate any waiver of or any renewal, extension, increase, amendment or modification of or addition, consent or supplement to or deletion from, or any other action or actions may be brought and prosecuted against inaction under or in respect of, any of the Guaranteed Obligations or Loan Documents or any other guarantor document, instrument or agreement referred to enforce such obligations, irrespective therein or any assignment or transfer of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now Guaranteed Obligations or hereafter have in any way relating to, any or all of the following: Loan Documents; (aii) any lack of validity validity, legality or enforceability of any of the Guaranteed Obligations or Loan Document Documents or any other document, instrument, or agreement referred to therein or instrument relating theretoof any assignment or transfer of any of the foregoing; (biii) any change in furnishing to the time, manner or place Guaranteed Party of payment of, or in any other term of, all or additional collateral for any of the Guaranteed Obligations, Obligations or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingsale, exchange, release or non-perfection of any Collateralsurrender of, or realization on, any taking, release or amendment or waiver of or consent to departure from any other guaranty, collateral for all or any of the Guaranteed Obligations; (div) any changesettlement, restructuring release or termination compromise of any of the corporateGuaranteed Obligations or Loan Documents, limited any collateral therefor, or any liability company or partnership structure or existence of any Credit Party; other party (e) promptness, diligence, notice of acceptance and including without limitation any other notice guarantor) with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party Loan Documents, or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute subordination of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or the payment of any other Person upon indebtedness, liability or obligation of the Borrower; (v) any bankruptcy, insolvency, bankruptcy reorganization, composition, adjustment, merger, consolidation, dissolution, liquidation or reorganization of -3- other like proceeding or occurrence relating to the Borrower or any other Credit change in the ownership, composition or nature of the Borrower; (vi) any non-perfection, subordination, release, avoidability or voidability of any security interest, security title, pledge, collateral assignment or other lien of the Guaranteed Party on any collateral for any of the Guaranteed Obligations or this Guaranty; (vii) any application of sums paid by the Borrower or any other person with respect to any of the Guaranteed Obligations, except to the extent actually applied against the Guaranteed Obligations, regardless of what other liabilities of the Borrower remain unpaid; (viii) the failure of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any other person (including any other guarantor of any of the Guaranteed Obligations) under the provisions of any of the Loan Documents or otherwise, all as though such payment had not been made. Guarantor hereby waives or any failure of the Guaranteed Party to exercise any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all or remedy against any other guarantor of or any collateral for any of the Guaranteed Obligations; (ix) any other act or failure to act by the Guaranteed Party which may adversely affect any Guarantor; or (x) any other circumstance which might otherwise constitute a defense against, whether existing now or in the futurea legal or equitable discharge of, any Guarantor's liability under this Guaranty.
Appears in 1 contract
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of the Guarantor under or in respect of this Article XIV are Guaranty is independent of the Guaranteed ObligationsObligations or any other obligations of the Borrower, and a separate action or actions may be brought and prosecuted against any other guarantor the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Credit Party other guarantors, the Borrower or whether any Credit Party the Borrower is joined in any such action or actions. The Except as expressly set forth herein, the liability of the Guarantor under this Article XIV Guaranty shall be irrevocable, indefeasible, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantorunconditional. The Guarantor hereby irrevocably waives any defenses it the Guarantor may now or hereafter have acquire in any way relating to, any or all of the following: (ai) any illegality, lack of validity or enforceability unenforceability of any Loan Document Obligation or any document, agreement or instrument relating thereto; , (bii) any change in the timeamendment, manner modification, waiver or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the terms of any Loan Document, Obligation or the Credit Documents (including, without limitation, any renewal or extension of the time of payment or change in the manner or place of payment, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, and any Credit Party or otherwise; acceleration of the maturity of any of the Obligations), (ciii) any taking, exchange, release or substitution, release, non-perfection or impairment of any Collateralcollateral securing payment of any Obligation, (iv) any manner of application of any collateral securing payment of any Obligation, or proceeds thereof, to all or any of the Obligations, or any taking, release manner of sale or amendment or waiver other disposition of or consent to departure from any other guaranty, collateral securing payment of any Obligation for all or any of the Guaranteed Obligations; Obligations or any other assets of the Borrower, (dv) any changechange in the corporate or other organizational existence, restructuring structure or termination ownership of the corporateBorrower (including without limitation, limited liability company any Guarantor failing to hold any equity interest in the Borrower), or partnership structure any insolvency, bankruptcy, concurso mercantil, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Obligation, (vi) the existence of any Credit Partyclaim, set-off or other rights that the Guarantor may have at any time against the Borrower, any Lender, or any other corporation or person, whether in connection herewith or any unrelated transaction, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim, (vii) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Obligation or any Lender’s rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, that would prevent the exchange of a non-Contractual Currency (as defined below) for a Contractual Currency or the remittance of funds outside of such jurisdiction or the unavailability of a Contractual Currency in any legal exchange market in such jurisdiction in accordance with normal commercial practice; (eB) promptnessa declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, diligencerequired rescheduling or restructuring of, notice or required approval of acceptance and payments on, any indebtedness in such jurisdiction; (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives the Borrower of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction that have an effect similar to that of an event described in clause (A), (B) or (C) above, (viii) the failure of any other notice person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Obligations, (ix) any recovery by any Lender against the Guarantor of the Guaranteed Obligations and this Article XIV any deficiency after any foreclosure under any mortgage by nonjudicial sale and any requirement defense or benefits that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or may be afforded by applicable law, and (fx) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Credit Party the Borrower or the Guarantor or any other guarantor or surety, other than . Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of foregoing, the Loan Agreement Guarantor agrees, subject to Section 7, that it shall pay the Lenders strictly in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any terms of the Guaranteed Obligations is rescinded Credit Documents, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or must otherwise be returned regulation in effect from time to Lender or any other Person upon time of the insolvency, bankruptcy or reorganization of jurisdiction where the Borrower or any other Credit Party person or otherwiseentity obligated for such Obligation is located (such terms, the “Contractual Terms” and such currency, the “Contractual Currency”). This Guaranty relates to international credit transactions in which the specification of the Contractual Terms, including without limitation, the Contractual Currency, of any document or agreement evidencing any Obligation is of the essence. It is the intent of this Section 2 that the Guarantor’s obligations hereunder are and shall be irrevocable, indefeasible, absolute and unconditional under any and all circumstances, except as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureexpressly set forth herein.
Appears in 1 contract
Samples: Vista Oil & Gas, S.A.B. De C.V.
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Finance Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Finance Parties with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Borrower or any Credit Other Loan Party or whether the Borrower or any Credit Other Loan Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in and not of collection, by each Guarantor, jointly and severally with any other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Loan Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, any Agent or other Finance Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Documentunrelated transactions, including, without limitation, any increase in except for the full and final payment and satisfaction of the Guaranteed Obligations resulting from in cash. Without limiting the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement Other Loan Party to any Finance Party under the Finance Documents but for the fact that Lender exhaust any right they are unenforceable or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Borrower or a discharge of, any Credit Party or any other guarantor or surety, other than such Other Loan Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 1 contract
Samples: Central Credit, LLC
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Convertible Note Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Holders with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Borrower or any Other Credit Party or whether the Borrower or any Other Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Guarantor, jointly and severally with each other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Credit Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Holders shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Credit Party, the Collateral Agent or any Holder or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement that Lender exhaust any right or take any action against any other Other Credit Party to the Collateral Agent or any other Person Holder under the Convertible Note Documents but for the fact that they are unenforceable or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Borrower or a discharge of, any such Other Credit Party or any other guarantor or surety, other than Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 1 contract
Samples: Guaranty (WorldSpace, Inc)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Credit Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Secured Parties with respect thereto. The obligations of each Guarantor under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Company or any Other Credit Party or whether the Company or any Other Credit Party is joined in any such action or actions. The liability obligations of each Guarantor under Section 1.1 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of any Other Credit Party under any Credit Document or any other agreement or instrument referred to therein and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Article XIV Section 1.2 that the obligations of each Guarantor hereunder shall be irrevocable, absolute and unconditional irrespective of, and, in consideration under any and all circumstances. The obligations of each Guarantor hereunder are several from those of the direct Other Credit Parties and indirect benefits from are primary obligations concerning which each Guarantor is the financing arrangements contemplated herein enjoyed by such Guarantorprincipal obligor. Guarantor hereby irrevocably waives The Secured Parties shall not be required to mitigate damages or take any defenses it may now action to reduce, collect or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Credit Party, any Agent or other Secured Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement that Lender exhaust any right or take any action against any other Other Credit Party to any Secured Party under the Credit Documents but for the fact that they are unenforceable or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Company or a discharge of, any such Other Credit Party or any other guarantor or surety, other than Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 1 contract
Samples: KLX Energy Services Holdings, Inc.
Guaranty Absolute. Guarantor Each of the Guarantors guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Agent or the Lenders with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Section 18 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor Guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party the Borrowers or whether any Credit Party is the Borrowers are joined in any such action or actions. The liability of Guarantor the Guarantors under this Article XIV Section 18 shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party the Borrowers or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any CollateralBorrower; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender the Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, any Credit Party Guarantor, any Borrower or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV Section 18 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to by a Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by the Purchasers or Agent to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to the Purchasers, the Agent or their assignees or any acceptance thereof or any release of any security by the Purchasers, the Agent or their assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to the Purchasers shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Administrative Agent or any lender with respect thereto. The obligations liability of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses defenses, it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit PartyBorrower or any of its Subsidiaries; (e) promptnessany failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, diligencecondition (financial or otherwise), notice operations, performance, properties or prospects of acceptance and any other notice Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any CollateralObligations; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party such Guarantor or any other guarantor or surety, surety (other than the defense of paymentpayment thereof). This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future15.3.
Appears in 1 contract
Samples: Credit Agreement (Aon PLC)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Finance Documents, regardless of any law Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender any Secured Party with respect thereto. The obligations Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, that the Obligations of each Guarantor under or in respect of this Article XIV Guaranty are those of primary obligor, and not merely as surety, and are independent of the Guaranteed ObligationsObligations or of any other Obligations of any other Guarantor under or in respect of the Finance Documents, and that a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit Party other Guarantor or whether the Borrower or any Credit Party other Guarantor is joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives waives, to the fullest extent permitted by applicable Law, any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Finance Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other Obligations of any other Guarantor under or in respect of the Finance Documents, or any other amendment or waiver of or any consent to departure from any Loan Finance Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any Credit Party Guarantor or any of their respective Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any CollateralCollateral or any other collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Guarantor under the Finance Documents or any other assets of the Borrower, any Guarantor or any of their respective Subsidiaries; any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of the Borrower, any Credit PartyGuarantor or any of their respective Subsidiaries; any failure of any Secured Party to disclose to any Guarantor any information relating to the business, condition (e) promptnessfinancial or otherwise), diligenceoperations, notice performance, properties or prospects of acceptance and the Borrower or any other notice Guarantor now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party Obligations; or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Credit Party Guarantor or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender by any Secured Party or any other Person upon the insolvency, bankruptcy bankruptcy, liquidation, receivership, examinership, administration or reorganization of the Borrower or any other Credit Party Guarantor or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Samples: Credit Agreement (Quintiles Transnational Holdings Inc.)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not merely one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of Borrower or the insolvency, for all bankruptcy or any other change in the legal status of Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) the failure of any changeGuarantor or Borrower to maintain in full force, restructuring validity or termination effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the corporate, limited liability company Guaranteed Obligations or partnership structure or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligence, notice of acceptance and setoff or other rights which any Guarantor may have at any time against Borrower or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstance, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not any Credit Party Guarantor shall have had notice or knowledge of any other guarantor act or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this Section. It is agreed that each Guarantor's liability hereunder is several and independent of any other guaranties or other obligations not arising under this Article XIII at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor's liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations not arising under this Article XIII or any provision of any applicable law or regulation purporting to prohibit payment in full by Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon by Borrower and the Agent and the Lenders.
Appears in 1 contract
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will shall be paid and performed strictly in accordance with the terms of the Loan Documents, Charter Documents regardless of any law law, regulation or order now or hereafter in effect in of any jurisdiction affecting any of such terms or the rights of Lender the Trustee or any Participant with respect thereto. The obligations liability of the Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action Guaranty is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment ofpayment, of or in any other term terms of, all or any of the Charter Documents or the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentof the terms of any Charter Document or Guaranteed Obligation; (b) any release or amendment or waiver of, including, without limitationor consent to departure from, any increase other guaranty or supporting obligation, or any exchange, release, impairment or nonperfection of any security interest in the Vessel or any Collateral, for any or all of the Charter Documents or Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwiseObligations; (c) any takingcompromise, exchangesettlement, release or non-perfection termination of any Collateral, of the obligations or agreements of Charterer or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or obligor under any of the Charter Documents or otherwise under the Guaranteed Obligations; (d) any changepresent or future law, restructuring regulation or termination of the corporate, limited liability company or partnership structure or existence order of any Credit Partyjurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Charter Document or Guaranteed Obligation; (e) promptnessthe death of, diligencevoluntary or involuntary liquidation, notice reorganization or dissolution of, sale or other disposition of acceptance all or substantially all the assets of, or the marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, merger, consolidation, other reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, Charterer or any other notice obligor with respect to the Guaranteed Obligations, or any of the assets of any such Person, or any action taken by any trustee, receiver, custodian or other officer with similar powers, or by any court in any such proceeding, or the disallowance, rejection or postponement in any such proceeding of any of the Guaranteed Obligations; (f) any limitation on or exculpation from the liabilities or obligations of Charterer or any other obligor under any of the Charter Documents (whether pursuant to the terms of any of the Charter Documents or otherwise), any termination, cancellation, invalidity or unenforceability, in whole or in part, of any of the Charter Documents or any limitation that may now or hereafter exist with respect to any of the Charter Documents or the obligations of Charterer or any other obligor thereunder; (g) any defense or counterclaim that the Charterer may assert with respect to any of the Guaranteed Obligations Obligations, including failure of consideration, breach of warranty, fraud or other vices of consent, statute of frauds, bankruptcy, statute of limitations, lender liability, accord and this Article XIV and any requirement that Lender exhaust any right satisfaction, or take any action against any other Credit Party or any other Person or any Collateralusury; or (fh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender defense whatsoever that might otherwise constitute a defense available to, or a discharge of, any Credit Party a borrower, lessee, guarantor, surety or any other guarantor or surety, obligor other than full and final payment and performance of the defense Guaranteed Obligations. The obligations of payment. This Article XIV is a continuing guaranty Guarantor hereunder shall continue and shall (a) remain survive the repossession of the Vessel by the Trustee as “Owner” under the terms of the Charter or the repossession or foreclosure of any security interest in full force and effect until any Collateral held by the indefeasible cash Trustee as security for the payment in full or performance of the Guaranteed Obligations and whether or not such repossession or foreclosure constitutes an election of remedies against the Charterer or any other Person. Guarantor agrees that, until all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded have been fully performed and paid in full in good and indefeasible funds, and any commitments of the Trustee or must the Participants with respect to the Guaranteed Obligations under the Charter Documents have been terminated, Guarantor shall not be released by or because of the taking, or failure to take, any action that might in any manner or to any extent vary the risks of Guarantor under this Guaranty or that, but for this paragraph, might discharge or otherwise be returned reduce, limit, or modify Guarantor’s obligations under this Guaranty. Guarantor waives and surrenders any defense to Lender any liability under this Guaranty based upon any such action, including but not limited to any action of the Trust, the Trust Company as Trustee under the Trust or any other Person upon Participant described in the insolvency, bankruptcy or reorganization immediately preceding paragraph of Borrower or any other Credit Party or otherwise, all as though such payment had not been madethis Guaranty. It is the express intent of Guarantor hereby waives any right to revoke that Guarantor’s obligations under this Article XIVGuaranty are and shall be absolute and unconditional, and acknowledges that this Article XIV is continuing in nature nothing shall discharge the liability of the Guarantor hereunder except the full and applies to all final payment and performance of the Guaranteed Obligations, whether existing now or in the future.
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Samples: Guaranty Agreement (International Shipholding Corp)
