Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 any Secured Party with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability, at any time, of any Secured Document (including this Guaranty) or any agreement or instrument relating thereto; (ii) 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 Obligations of any other Loan Party under or in respect of the Secured Documents, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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; (iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries; (v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (vi) any failure of any Secured Party 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 such Secured Party; (vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations; (viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement; (ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding; (x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or (xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC), Holdings Guaranty (Axalta Coating Systems Ltd.)
Guaranty Absolute. The Performance Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be performed or paid strictly in accordance with the terms of the Secured applicable Transaction 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 any Secured Party Beneficiary with respect thereto. The obligations of the Performance Guarantor under or in respect of this Performance Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, and a separate action or actions may be brought and prosecuted against the Performance Guarantor to enforce this Performance Guaranty, irrespective of whether any action is brought against any Borrower the Servicer or any other Loan Party Originator or whether any Borrower the Servicer or any other Loan Party are such Originator is joined in any such action or actions. The liability of the Performance Guarantor under this Performance Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) Transaction Document, or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Transaction Document, including, without limitation, any increase in the Guaranteed Obligations resulting from additional Advances or otherwise and any increase in the extension Guaranteed Obligations resulting from the exercise by the Borrowers of additional credit the right to any Loan Party or any of its Subsidiaries or otherwiserequest an increase in the Aggregate Commitment pursuant to Section 2.1(d);
(iiic) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof;
(d) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto;
(e) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivf) 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 Secured Documents or any other assets of the Servicer, any Loan Party Originator or any of its their Subsidiaries;
(vg) the existence of any claim, setoff or other rights which any Beneficiary may have at any time against the Servicer, any Originator or any of their Subsidiaries in connection herewith or any unrelated transaction;
(h) any assignment or transfer of the Guaranteed Obligations or any part thereof permitted under the Purchase and Contribution Agreements, this Agreement or any other Transaction Document;
(i) any change, restructuring or termination of the corporate structure or existence of any Loan Party Herc or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xii) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge ofof the Servicer, any Loan Party Originator or any other guarantor of their Subsidiaries or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantya guarantor.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Herc Holdings Inc), Receivables Financing Agreement (Herc Holdings Inc)
Guaranty Absolute. The Subject to Section 5(c) hereof, the undersigned guarantees that the Guarantor agrees its guarantee constitutes a guarantee of payment when due of the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Guarantor Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Company 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 the Company will contract additional indebtedness, obligations and liabilities for which Guarantor may be liable hereunder after the Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not the Company has properly authorized incurring such additional indebtedness, obligations and liabilities. The obligations undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Company, have been made by any Creditor Party to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Guarantor Documents. The liability of the undersigned under or in respect of this Guaranty are independent shall be absolute 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other Obligations of any other Loan Party action or inaction under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Documents or any other Loan Party instruments or whether any Borrower agreements relating to the Guarantor Obligations or any other Loan Party are joined in assignment or transfer of any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocablethereof, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ib) any lack of validity or enforceabilityenforceability of any Document or other documents, at instruments or agreements relating to the Guarantor Obligations or any timeassignment or transfer of any thereof, (c) any furnishing of any additional security to the Creditor Parties or their assignees or any acceptance thereof or any release of any security by the Creditor Parties 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 Guarantor Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any Secured Document (including this Guaranty) such document, instrument or agreement or any agreement or instrument relating thereto;
term thereof, (iie) any change in bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the time, manner or place of payment ofCompany, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing, (f) any exchange, release or any other Obligations nonperfection of any other Loan Party under or in respect of the Secured Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party guaranty or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantysecurity, for all or any of the Guaranteed Obligations;
(iv) 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 Guarantor Obligations or any other Obligations of any Loan Party under the Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the undersigned. Any amounts due from the undersigned to the Creditor Parties shall bear interest until such amounts are paid in full at the highest rate then applicable to the Guarantor Obligations. Guarantor Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantyallowable.
Appears in 2 contracts
Samples: Guaranty (Accentia Biopharmaceuticals Inc), Guaranty (Biovest International Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of Borrower and each Guarantor, other than Subsidiaries that are Excluded Subsidiaries, guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 the Administrative Agent or any other Secured Party with respect thereto. The obligations Obligations of the Borrower and each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party or any Specified Hedge Agreement Subsidiary under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor Borrower or any Guarantor, as applicable, to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are or any Specified Hedge Agreement Subsidiary is joined in any such action or actions. The liability of the Guarantor Borrower and each Guarantor, other than Subsidiaries that are CFCs or Subsidiaries of Subsidiaries that are CFCs, under this Guaranty shall be irrevocableabsolute, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrevocable irrespective of, and the Borrower and each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or and all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any other agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party or any Specified Hedge Agreement Subsidiary under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection nonperfection of any Collateral or any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any Subsidiary Guaranty or any other guaranty, for all or any of the Guaranteed Obligations;
(ivd) any manner of application of Collateral or any other collateralCollateral, 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 or any Specified Hedge Agreement Subsidiary under the Secured Documents Loan Documents, or any other property and assets of any other Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any other Loan Party or any of its Subsidiaries or any Specified Hedge Agreement Subsidiary or of any of its Subsidiaries;
(vif) any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party or any Specified Hedge Agreement Subsidiary any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Secured Party, as the case may be (The Borrower and each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty or any other guaranty guarantee or agreement or of the release or reduction of the liability of any of the Guarantor other Loan Parties, any Specified Hedge Agreement Subsidiary or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, limitations or any existence of or reliance on any representation by the Administrative Agent or any other Secured Party Party) that might otherwise constitute a defense available to, or a discharge of, such Guarantor, any other Loan Party Party, any Specified Hedge Agreement Subsidiary or any other guarantor or suretysurety other than payment in full in cash of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any other Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party Party, any Specified Hedge Agreement Subsidiary or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Dana Inc), Revolving Credit and Guaranty Agreement (Dana Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of undersigned guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsLoan Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party 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 Borrower's financial condition or ability to pay its lawful debts whex xxxx xall 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 credit to the Borrower shall be governed solely by the provisions of the Guarantor Loan Documents. The liability of the undersigned under or in respect of this Guaranty are independent shall be absolute 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other Obligations of any other Loan Party action or inaction under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Loan Documents or any other Loan Party instruments or whether any Borrower agreements relating to the Obligations or any other Loan Party are joined in assignment or transfer of any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocablethereof, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ib) any lack of validity or enforceabilityenforceability of any Loan Document or other documents, at instruments or agreements relating to the Obligations or any timeassignment or transfer of any thereof, (c) any furnishing 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 Secured Document (including this Guaranty) such document, instrument or agreement or any agreement or instrument relating thereto;
term thereof, (iie) any change in the timebankruptcy, manner insolvency, reorganization, composition, adjustment, dissolution, liquidation or place of payment ofother 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 other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing, (f) any exchange, release or any other Obligations nonperfection of any other Loan Party under or in respect of the Secured Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party guaranty or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantysecurity, for all or any of the Guaranteed Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the undersigned. Any amounts due from the undersigned to Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantyallowable.
Appears in 2 contracts
Samples: Guaranty (Able Energy Inc), Guaranty (Able Energy Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsCredit Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Agent or the Lenders with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party party under or in respect of the Secured DocumentsCredit Agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party party or whether any Borrower or any other Loan Party are party is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) the Credit Agreement or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Documentthe Credit Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 Secured Documents Credit Agreement or any other assets of any Loan Party or any of its Subsidiaries;Borrower; or
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretyBorrower. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Secured Party Lender or any other Person person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Guaranty (Sonic Automotive Inc), Guaranty (Sonic Automotive Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan Documents and any Hedge Contracts with Swap Counterparties (collectively, the “Guaranteed 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 any Secured Party Beneficiary with respect theretothereto but subject to Section 2(b) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under or in respect of the Secured Guaranteed Documents, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower Guarantor or any other Loan Party Person or whether the Borrower, any Borrower Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably and unconditionally waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Guaranteed Document (including this Guaranty) or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Person under the Loan Party under Documents or in respect of the Secured Documentsany agreement or instrument relating to Hedge Contract with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Secured DocumentLoan Document or any agreement or instrument relating to any Hedge Contract with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 obligations of any Loan Party other Person under the Secured Guaranteed Documents or any other assets of any Loan Party the Borrower or any of its Subsidiariesother Person;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiariesother Person;
(vif) any failure of any Secured Party Lender, the Administrative Agent, the Issuing Lender or any other Beneficiary to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to the Administrative Agent, the Issuing Lender, any Lender or any other Beneficiary (and each Guarantor hereby irrevocably waives any duty on the part of any Beneficiary to disclose such Secured Partyinformation);
(viig) the failure any signature of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability officer of the Guarantor Borrower being mechanically reproduced in facsimile or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyPerson.
Appears in 2 contracts
Samples: Credit Agreement (Callon Petroleum Co), Guaranty Agreement (Callon Petroleum Co)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Guaranty Obligations and not of collection, which will be paid and performed strictly in accordance with the terms of the Secured Credit Agreement, the Notes and the other Loan 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 the Administrative Agent, the Lenders or any Secured Party other Persons holding any of the Guaranty Obligations with respect thereto. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsGuaranty Obligations, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any other Guarantor or any other guarantor of the Guaranty Obligations, or whether the Borrower or any other Loan Party or whether any Borrower or any other Loan Party are Guarantor is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceabilityenforceability of the Credit Agreement, at any timethe Notes, of any Secured Document (including this Guaranty) the other Loan Documents or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, or any extension or renewal of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Secured Documentthe Credit Agreement, the Notes or the other Loan Documents, including, without limitation, any increase in the Guaranteed Guaranty Obligations resulting from the extension of additional credit to any the Borrower under the Credit Agreement or the Other Loan Party or any of its Subsidiaries or otherwiseDocuments;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release release, or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Guaranty Obligations;
(ivd) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Guaranty Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Guaranty Obligations or any other Obligations of any Loan Party under the Secured Documents or any other assets of the Borrower, any Loan Party other Guarantor or any other guarantor of its Subsidiariesthe Guaranty Obligations;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party to disclose to any Loan Party any information relating to the businessBorrower, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforGuaranty Obligations; or
(xif) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party other Guarantor or any other guarantor or suretyof the Guaranty Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Guaranty Obligations is rescinded or must otherwise be returned by any Secured Party of the Administrative Agent, Lenders or other Persons holding any other Person of the Guaranty Obligations upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of undersigned guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsCredit Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Borrowers with respect thereto. The obligations undersigned 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 the undersigned 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 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 any Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Borrowers shall be governed solely by the provisions of the Guarantor Credit Agreement. The liability of the undersigned under or in respect of this Guaranty are independent shall be absolute 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other Obligations of any other Loan Party action or inaction under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Loan Documents or any other Loan Party instruments or whether any Borrower agreements relating to the Obligations or any other Loan Party are joined in assignment or transfer of any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses thereof; (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ib) any lack of validity or enforceabilityenforceability of any Loan Document or other documents, at instruments or agreements relating to the Obligations or any timeassignment or transfer of any thereof; (c) any furnishing of any additional security to Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Agent 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 Secured Document (including this Guaranty) such document, instrument or agreement or any agreement or instrument relating thereto;
term thereof; (iie) any change in the timebankruptcy, manner insolvency, reorganization, composition, adjustment, dissolution, liquidation or place of payment ofother like proceeding relating to Borrowers, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing; (f) any exchange, release or any other Obligations nonperfection of any other Loan Party under or in respect of the Secured Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party guaranty or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantysecurity, for all or any of the Guaranteed Obligations;
; or (iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the undersigned. Any amounts due from the undersigned to Agent or any other guarantor Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations of Borrowers to Lenders under the Credit Agreement. Obligations include post-petition interest whether or surety. This Guaranty shall continue to be effective not allowed or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantyallowable.
Appears in 2 contracts
Samples: Guaranty and Suretyship Agreement (Radnor Holdings Corp), Guaranty and Suretyship Agreement (Radnor Holdings Corp)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Guaranty Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Documentspaid, regardless of any applicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Secured Party Lender with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(i) any Any lack of validity or enforceabilityenforceability of or defect or deficiency in the Credit Agreement, at any time, of any Secured Transaction Document (including this Guaranty) or any Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto;
(ii) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without limitationthe Credit Agreement, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Transaction Document or any Loan Party Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto;
(iii) any takingAny sale, exchange, impairment, release exchange or non-perfection of any Collateral property standing as security for the liabilities hereby guaranteed or any other collateralliabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, 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 Guaranty Obligations;
(iv) The failure of the Administrative Agent or a Lender to assert any manner of application of Collateral claim or demand or to enforce any right or remedy against BLFC or any other collateral, Person hereunder or proceeds thereof, to all under the Credit Agreement or any of the Guaranteed Obligations, Transaction Document 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 Secured Documents or any other assets of any Loan Party or any of its SubsidiariesDocument;
(v) any change, restructuring or termination of Any failure by BLFC in the corporate structure or existence performance of any Loan Party obligation with respect to the Credit Agreement or any of its Subsidiariesother Loan Document;
(vi) Any change in the corporate existence, structure or ownership of BLFC, or any failure insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any Secured Party to disclose to any Loan Party any information relating to of the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured PartyGuaranty Obligations;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any Any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstatedthe Guarantor, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party BLFC or any other Person upon (including any other guarantor) that is a party to any document or instrument executed in respect of the insolvencyGuaranty Obligations;
(viii) Any limitation of BLFC's obligations pursuant to subsection 8.16(b) of the Credit Agreement; or
(ix) Any law, bankruptcy regulation, decree or reorganization (or any analogous proceeding in order of any jurisdiction) of any Borrower , or any other Loan Party event, affecting any term of any Guaranty Obligations or otherwisethe Administrative Agent's or the Lenders' rights with respect thereto, all 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 currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (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, 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 BLFC 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 which has the same effect as though such payment had not been made. For the avoidance events described in clause (A), (B) or (C) above (in each of doubt this paragraph shall survive the termination 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). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the full and final payment of all of the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.
Appears in 2 contracts
Samples: Guaranty (Bungeltd), Guaranty (Bungeltd)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 the Administrative Agent, the Issuing Lender, any Secured Party Lender or any Swap Counterparty with respect theretothereto but subject to Section 2(b) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Person under the Loan Party under Documents or in respect of the Secured Documentsconnection with any Hedge Contract, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Loan Party Person or whether the Borrower, any Borrower other Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Person under the Loan Party under Documents or in respect of the Secured Documentsany agreement or instrument relating to any Hedge Contract with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Secured DocumentLoan Document or any agreement or instrument relating to any Hedge Contract with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 obligations of any Loan Party other Person under the Secured Loan Documents or any other assets of any Loan Party the Borrower or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiaries;
(vif) any failure of any Secured Party Lender, the Administrative Agent, the Issuing Lender or any other Beneficiary to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to the Administrative Agent, the Issuing Lender, any Lender or any other Beneficiary (and each Guarantor hereby irrevocably waives any duty on the part of any Beneficiary to disclose such Secured Partyinformation);
(viig) the failure any signature of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability officer of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order Person being mechanically reproduced in any bankruptcy, reorganization, arrangement, moratorium facsimile or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyPerson.
Appears in 2 contracts
Samples: Guaranty Agreement (Cano Petroleum, Inc), Guaranty Agreement (Cano Petroleum, Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with as, when and to the terms of extent payable by the Secured Documents, regardless of any law, regulation FSB or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect theretoOLS. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower the FSB or any other Loan Party OLS or whether any Borrower the FSB or any other Loan Party are OLS is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) the Cash Collateral Agreement or any agreement or instrument relating thereto;
(iib) any compromise or settlement of, or 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 Obligations of any other Loan Party under or in respect of the Secured Documents, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwiseObligations;
(iiic) any taking, exchange, impairment, release or non-perfection of any Cash Collateral or any other 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;
(ivd) any manner of application of Cash 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 Cash Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Secured Documents or any other assets of any Loan Party the Guarantor, the FSB, OLS or any of its their respective Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Guarantor, the FSB, OLS or any of its their respective Subsidiaries;
(vif) any failure of OTS or any Secured Guaranteed Party to disclose to any Loan Party the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party the FSB or OLS now or hereafter known to such Secured PartyOTS or such Guaranteed Party (the Guarantor waiving any duty on the part of OTS and the Guaranteed Parties to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by OTS or any Secured Guaranteed Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Guaranteed Party or any other Person upon the insolvency, bankruptcy or reorganization (of the FSB, OLS or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party the Guarantor or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Guaranty, Guaranty (Ocwen Financial Corp)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of Holdings guarantees that the Guaranteed First Lien Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party with respect thereto. The obligations 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 Guarantor Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The First Lien Obligations of Holdings under or in respect of this Guaranty are independent of the Guaranteed First Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor Holdings to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the Guarantor Holdings under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor Holdings hereby irrevocably waives any rights, claims or defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:following (whether or not Holdings has knowledge thereof):
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed First Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed First Lien Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any takingthe validity, exchangeperfection, impairment, release or non-perfection or lapse in perfection, priority or avoidance of any security interest or Lien in or the release of any Collateral or any other collateral securing or purporting to secure the Guaranteed First Lien Obligations or any other impairment of such 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 First Lien Obligations;
(ivd) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed First Lien Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed First Lien Obligations or any other First Lien Obligations of any Loan Party under the Secured Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Party 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 such Secured PartyParty (Holdings waiving any duty on the part of the Secured Parties to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor Holdings or any other guarantor or surety with respect to the Guaranteed First Lien Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed First Lien Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For No payment made by the avoidance Borrower, Holdings, any of doubt the other Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from the Borrower, Holdings, any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed First Lien Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Holdings hereunder which shall, notwithstanding any such payment, remain liable for the Guaranteed First Lien Obligations until all of the Guaranteed First Lien Obligations and all other amounts payable under this paragraph Guaranty (other than in each case contingent obligations that are not then due and payable) shall survive have been paid in full in cash, all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the termination of this GuarantyAdministrative Agent and the applicable Hedge Bank have been made) shall have expired or been terminated and the Term Commitments shall have expired or been terminated.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Aleris Corp), First Lien Credit Agreement (GMS Inc.)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party the Lender with respect thereto. The obligations Obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under the Borrower or in respect of any other guarantor or surety for the Secured DocumentsObligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party guarantor or endorser, or whether any the Borrower or any or any other Loan Party are guarantor or surety for the Obligations is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwiseBorrower;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 assets of any Loan Party under the Secured Documents Borrower or any other assets of any Loan Party guarantor or any of its Subsidiariessurety for the Obligations;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforGuarantor; or
(xif) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party the Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Borrower, Guarantor or any other guarantor or suretysurety for the Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person Lender upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party guarantor or surety for the Obligations, or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Commercial Real Estate Term Note (Amphastar Pharmaceuticals, Inc.), Corporate Guaranty (Brightec, Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party the Lender with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocableabsolute, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrevocable irrespective of, and the such Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or and all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any other agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection nonperfection of any Collateral or any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from this Guaranty or any other guaranty, for all or any of the Guaranteed Obligations;
(ivd) any manner of application of Collateral or any other collateralCollateral, 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 Secured Documents Loan Documents, or any other property and assets of any other Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any other Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Party the 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 Lender, as the case may be (such Secured PartyGuarantor waiving any duty on the part of the Lender to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty Credit Agreement or any other guaranty guarantee or agreement or of the release or reduction of the liability of any of the Guarantor other Loan Parties or any other guarantor or surety with respect to the Guaranteed Obligations;
; or (viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, limitations or any existence of or reliance on any representation by any Secured Party the Lender) that might otherwise constitute a defense available to, or a discharge of, such Guarantor, any other Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party the Lender or by any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Debtor in Possession Credit and Security Agreement, Debtor in Possession Credit and Security Agreement (Ata Holdings Corp)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid or performed strictly in accordance with the terms of the Secured DocumentsAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Beneficiary with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of of, but related to, the Guaranteed Obligations or any other Obligations of any other Loan Party Counterparty’s obligations under or in respect of the Secured Documents, Agreement and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower one or any other Loan Party more of the parties constituting Counterparty or whether any Borrower one or any other Loan Party are more of the parties constituting Counterparty is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) the Agreement or any agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations under the Agreement, any modification, extension or any other Obligations waiver of any other Loan Party under or in respect of the Secured Documentsterms of the Agreement, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in term of the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwiseAgreement;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or the taking or failure to take any other action with respect to 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;
(ivd) any requirement that Beneficiary proceed against Counterparty, any other person or entity, any collateral or 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 Secured Documents or any other assets of any Loan Party or any of its SubsidiariesObligations;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party Counterparty or any of its Subsidiaries;
(vif) any lack or failure of notice or any failure of any Secured Party Beneficiary to disclose to any Loan Party Counterparty or Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Loan Party Counterparty or Guarantor, or relating to the Agreement, as the case may be, now or hereafter in the future known to such Secured Party;
Beneficiary (vii) the failure of Guarantor waiving any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor duty on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforBeneficiary to disclose such information); or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Loan Party Counterparty, Guarantor or any other guarantor or surety. Notwithstanding any provision to the contrary contained herein, Guarantor’s liability hereunder shall be and is specifically limited to payments expressly required to be made in accordance with the Agreement (even if such payments are deemed to be damages), and except to the extent specifically provided in the Agreement, in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive, tort, or any other damages, costs, or attorney’s fees. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Beneficiary or any other Person upon the insolvency, bankruptcy or reorganization (of one or any analogous proceeding in any jurisdiction) more of any Borrower the parties constituting Counterparty or any other Loan Party the Guarantor or otherwise, all as though such payment payments had not been made. For The obligations of the avoidance Guarantor under this Guaranty shall at all times rank at least pari passu in right of doubt 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 paragraph Guaranty shall survive not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the termination liability of this Guarantyone or more parties constituting Counterparty (or the estate in bankruptcy of one or more parties constituting Counterparty) resulting from the operation of any present or future provision of the federal bankruptcy law or other similar statute.
Appears in 2 contracts
Samples: Coal Supply Agreement, Coal Supply Agreement
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 any Secured Party with respect theretothereto but subject to Section 2(c) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsunder any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against the a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Loan Party Person or whether the Borrower, any Borrower other Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Credit Document (including this Guaranty) or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsany agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Secured DocumentCredit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 obligations of any Loan Party other Person under the Secured Credit Documents or any other assets of any Loan Party the Borrower or any of its SubsidiariesGuarantor;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its SubsidiariesGuarantor;
(vif) any failure of any Secured Party to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or Administrative Agent, the release or reduction of liability of Issuing Lender, the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions ofSwing Line Lender, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower Lender or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, (and the each Guarantor hereby irrevocably waives any right to duty on the deferral or modification of its obligations hereunder by reason part of any Secured Party to disclose such proceedinginformation);
(xg) any invalidity, rescission, irregularity or unenforceability signature of all any officer of the Borrower or any part of the Guaranteed Obligations Guarantor being mechanically reproduced in facsimile or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyPerson.
Appears in 2 contracts
Samples: Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 any Secured Party with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceabilityenforceability of or defect or deficiency applicable to Guaranteed Party in the Agreement or any other documents executed in connection with the Agreement; or
(b) any modification, at any time, extension or waiver of any Secured Document (including this Guaranty) or any agreement or instrument relating thereto;of the terms of the Agreement; or
(iic) any change in the time, manner manner, terms or place of payment of, of or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from the Agreement or any Secured Document, including, without other agreement or instrument executed in connection therewith; or
(d) except as to applicable statutes of limitation, failure, omission, delay, waiver or refusal by Counterparty to exercise, in whole or in part, any increase right or remedy held by Counterparty with respect to the Agreement or any transaction under the Agreement; or
(e) any change in the existence, structure or ownership of Guarantor or Guaranteed Obligations resulting Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Guaranteed Party or its assets. The obligations of the Guarantor hereunder are several from the extension of additional credit to any Loan Guaranteed Party or any other person, and are primary obligations concerning which the Guarantor is the principal obligor. There are no conditions precedent to the enforcement of this Guaranty, except as expressly contained herein. It shall not be necessary for Counterparty, in order to enforce payment by Guarantor under this Guaranty, to show any proof of Guaranteed Party’s default, to exhaust its Subsidiaries or otherwise;
(iii) remedies against Guaranteed Party, any takingother guarantor, exchange, impairment, release or non-perfection of any Collateral or any other collateral, person liable for the payment or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any performance of the Guaranteed Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is are annulled, set aside, invalidated, declared to be fraudulent or preferential, rescinded or must otherwise be returned returned, refunded or repaid by any Secured Counterparty upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Guaranteed Party or any other Person guarantor, or upon or as a result of the insolvencyappointment of a receiver or conservator of, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower trustee for Guaranteed Party or any other Loan Party guarantor or any substantial part of its property or otherwise, all as though such payment or payments had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Guaranty Agreement (Aspirity Holdings LLC), Guaranty Agreement (Aspirity Holdings LLC)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of Performance Guarantor, on and after the Guaranteed Effective Date guarantees that the Obligations and not of collection, which will be paid performed strictly in accordance with the terms of the Secured DocumentsWyndham Purchase Agreement, the Trendwest Purchase Agreement and the Indenture regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or terms, provided, however, nothing herein shall be construed to require the rights Performance Guarantor to act in violation of any Secured Party with respect theretolaw, regulation or order. The obligations of the Performance Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, and a separate action or actions may be brought and prosecuted against the Performance Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Wyndham, Trendwest, the Servicer or any other Loan Party the Issuer, or whether any Borrower Wyndham, Trendwest, the Servicer or any other Loan Party are the Issuer is joined in any such action or actions. The liability This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations. The Performance Guarantor under agrees that the validity and enforceability of this Guaranty shall be irrevocable, absolute and unconditional and shall not be impaired or affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(i) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) or any agreement or instrument relating theretoof the Transaction Documents;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in of the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwiseTransaction Documents;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(iv) any manner of application of Collateral or any other collateral, collateral or proceeds thereof, 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 Secured Documents or any other assets of any Loan Party Wyndham, Trendwest, the Servicer or any of its Subsidiariesthe Issuer, as the case may be;
(v) any change, restructuring or termination of the corporate or other structure or existence of any Loan Party Wyndham, Trendwest, the Servicer or any of its Subsidiaries;the Issuer; or
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense (other than payment and performance) available to, or a discharge ofof Wyndham, any Loan Party Trendwest, the Servicer or any other guarantor the Issuer or suretyits affiliates or a guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person the Trustee upon the insolvency, bankruptcy or reorganization (of Wyndham, Trendwest, the Servicer or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party the Issuer or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Performance Guaranty (Wyndham Worldwide Corp), Performance Guaranty (Wyndham Worldwide Corp)
Guaranty Absolute. The Each Initial Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan Documents, regardless of any lawApplicable Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The obligations Obligations of the each Initial Guarantor under or in respect of this Initial Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party Obligor under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the each Initial Guarantor to enforce this Initial Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party Obligor or whether any Borrower or any other Loan Party are Obligor is joined in any such action or actions. The liability of the each Initial Guarantor under this Initial Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Initial Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, including any increase in the amount of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party Obligor under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Obligor or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Obligor under the Secured Loan Documents or any other assets of any Loan Obligor; the failure of Agent, any other Secured Party or any other person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of its Subsidiariesall or any part of such Collateral, property or security;
(ve) the fact that any Collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by each Initial Guarantor that such Initial Guarantor is not entering into this Initial Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any such Collateral;
(f) any change, restructuring or termination of the corporate structure or existence of any Loan Party Obligor or any of its Subsidiaries;
(vig) any failure of any Secured Party to disclose to any Loan Party Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Obligor now or hereafter known to such Secured PartyParty (each Initial Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viih) the failure of any other Person to execute or deliver this Guaranty any Loan Document or any supplement thereto or any other guaranty or agreement or the release or reduction of liability of the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xii) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party Obligor or any other guarantor or surety, other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations). This Initial Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Agent or any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party Obligor or otherwise, all as though such payment had not been mademade and each Initial Guarantor hereby unconditionally and irrevocably agrees that it will indemnify Agent and each of the other Secured Parties, upon demand, for all of the costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by Agent or such other Secured Party in connection with any such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, a fraudulent transfer or a similar payment under any bankruptcy, insolvency or similar Law. For Each Initial Guarantor hereby further agrees that, as between each Initial Guarantor on the avoidance one hand, and Agent and the Secured Parties, on the other hand, (i) the Guaranteed Obligations of doubt this paragraph each Initial Guarantor may be declared to be forthwith due and payable as provided in Section 11.2 (and shall survive be deemed to have become automatically due and payable in the termination circumstances provided in Section 11.2) for purposes of Section 15.1, notwithstanding any stay, injunction or other prohibition preventing such declaration in respect of the Obligations of any of the Obligors guaranteed hereunder (or preventing such Guaranteed Obligations from becoming automatically due and payable) as against any other Person and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations (or such Guaranteed Obligations being deemed to have become automatically due and payable) as provided in Section 11.2, such Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by each Initial Guarantor for all purposes of this Initial Guaranty.
Appears in 2 contracts
Samples: Loan and Security Agreement (Boise Cascade Holdings, L.L.C.), Loan and Security Agreement (Boise Cascade Holdings, L.L.C.)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of Borrower guarantees that the Borrower Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured L/C Related 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 any Secured Party Agent, any Issuing Bank or any Lender with respect thereto. The obligations Obligations of the Guarantor Borrower under or the guaranty contained in respect of this Guaranty Article VII are independent of the Borrower Guaranteed Obligations or any other Obligations of any other Loan Party or Designated Account Party under or in respect of the Secured L/C Related Documents, and a separate action or actions may be brought and prosecuted against the Guarantor Borrower to enforce the guaranty contained in this GuarantyArticle VII, irrespective of whether any action is brought against any Borrower Designated Account Party or any other Loan Party or whether any Borrower Designated Account Party or any other Loan Party are is joined in any such action or actions. The liability of the Guarantor Borrower under the guaranty contained in this Guaranty Article VII shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor Borrower hereby irrevocably waives waives, any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured L/C Related Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Borrower Guaranteed Obligations or any other Obligations of any other Designated Account Party or any Loan Party under or in respect of the Secured L/C Related Documents, or any other amendment or waiver of or any consent to departure from any Secured L/C Related Document, including, without limitation, any increase in the Borrower Guaranteed Obligations resulting from the extension of additional credit to any Loan Designated Account Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateralcollateral security, 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 Borrower Guaranteed Obligations;
(ivd) any manner of application of Collateral or any other collateralcollateral security, or proceeds thereof, to all or any of the Borrower Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral security for all or any of the Borrower Guaranteed Obligations or any other Obligations of any Designated Account Party or any other Loan Party under the Secured L/C Related Documents or any other assets of any Loan Designated Account Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Designated Account Party or any of its Subsidiaries;
(vif) any failure of any Secured Party Agent, Issuing Bank or Lender to disclose to any Loan Designated Account Party or the Borrower any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Designated Account Party or any other Loan Party now or hereafter in the future known to such Secured Party;
any Agent, Issuing Bank or Lender (vii) the failure of Borrower waiving any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor duty on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations Agents, Issuing Banks or any security thereforLenders to disclose such information); or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party Agent, Issuing Bank or Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party Designated Account Party, the Borrower or any other guarantor or surety. This Guaranty The guaranty contained in this Article VII shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Borrower Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Agent, Issuing Bank or Lender or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower the Designated Account Party or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Crowley Newco CORP), Credit Agreement (Crowley Maritime Corp)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of Borrower guarantees that the Guaranteed Subsidiary Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Documents, hereof regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Issuing Bank or the LC Lenders with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty Borrower hereunder are independent of the Guaranteed Subsidiary Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor Borrower to enforce the guaranty contained in this GuarantySection 3.13, irrespective of whether any action is brought against any Borrower or any other Loan Party LC Subsidiary or whether any Borrower or any other Loan Party are LC Subsidiary is joined in any such action or actions. The liability of the Guarantor Borrower under the guaranty contained in this Guaranty Section 3.13 shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(i) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) of the Subsidiary Obligations or any agreement or instrument relating thereto;
(ii) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsSubsidiary Obligations, or any other amendment or waiver of or any consent to departure from any Secured Document, herefrom with respect to Letters of Credit issued for the account of an LC Subsidiary including, without limitation, any increase in the Guaranteed Subsidiary Obligations resulting from the extension Issuance of additional credit Letters of Credit beyond the aggregate limitation specified in Section 3.01 to any Loan Party or any of its and all LC Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral 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 Subsidiary Obligations;
(iv) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Subsidiary Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Subsidiary Obligations or any other Obligations of any Loan Party under the Secured Documents or any other assets of any Loan Party or any of its Subsidiariesan LC Subsidiary;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party an LC Subsidiary or any LC Subsidiary's lack of its Subsidiaries;corporate power or authority; or
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretya third party guarantor. This Guaranty The guaranty provided in this Section 3.13 shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Subsidiary Obligations is rescinded or must otherwise be returned by any Secured Party the Issuing Bank or any other Person LC Lender upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party an LC Subsidiary or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Gap Inc), Credit Agreement (Gap Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Note 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 any Secured Party the Purchaser with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Note Party under or in respect of the Secured Note Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower the Company or any other Loan Note Party or whether any Borrower the Company or any other Loan Note Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Note Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Note Party under or in respect of the Secured Note Documents, or any other amendment or waiver of or any consent to departure from any Secured Note Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Note Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral (as such term is defined in the Security Agreement) (or any other 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);
(ivd) 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 Note Party under the Secured Note Documents or any other assets of any Loan Note Party or any of its Subsidiariessubsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Note Party or any of its Subsidiariessubsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(viif) the failure of any other Person individual or business entity 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 the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party the Purchaser that might otherwise constitute a defense available to, or a discharge of, any Loan Note Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party the Purchaser or any other Person successor-in-interest, assignee or transferee of the Purchaser upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower the Company or any other Loan Note Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Subsidiary Guaranty (Ediets Com Inc), Subsidiary Guaranty (Ediets Com Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of jointly and severally guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Senior Subordinated Note 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 any Secured Party the holders with respect thereto. Each Guarantor agrees that this Exhibit constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by any holder to any Collateral. The obligations of the each Guarantor under or in respect of this Guaranty Exhibit are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower the Maker or any other Loan Party Guarantor or whether any Borrower the Maker or any other Loan Party are Guarantor is joined in any such action or actions. The liability of the each Guarantor under this Guaranty Exhibit shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Senior Subordinated Note Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Senior Subordinated Note Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Maker or any of its Subsidiaries Guarantor or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) the existence of any manner of application of Collateral or any other collateralclaim, or proceeds thereofset-off, to all or any of the Guaranteed Obligations, or any manner of sale defense or other disposition of right that any Collateral or Guarantor may have at any other collateral for all or time against any of the Guaranteed Obligations or Person, including, without limitation, any other Obligations of any Loan Party under the Secured Documents or any other assets of any Loan Party or any of its Subsidiariesholder;
(ve) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Loan Party the Maker or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforGuarantor; or
(xif) any other circumstance (including, without limitation, including any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party holder that might otherwise constitute a defense available to, or a discharge of, the Maker, any Loan Party Guarantor or any other guarantor or surety. This Guaranty Exhibit shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party the holders or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party the Maker or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Note (Loud Technologies Inc), Subordination Agreement (Loud Technologies Inc)
Guaranty Absolute. The Each of Holdings and each Subsidiary Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Loan Documents, Secured DocumentsInterest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The obligations Obligations of the each of Holdings and each Subsidiary Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, Secured DocumentsInterest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements, and a separate action or actions may be brought and prosecuted against the each of Holdings and each Subsidiary Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. This Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety. The liability of the each of Holdings and each Subsidiary Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each of Holdings and each Subsidiary Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documentsfull) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Loan Document, Secured Document (including this Guaranty) Interest Rate/Currency Agreement, Secured Commodity Hedge Agreement or Secured Cash Management Agreement or any term or provision thereof or any other agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Loan Documents, Secured DocumentsInterest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements, or any other amendment or waiver of or any consent to departure from any Loan Documents, Secured DocumentInterest Rate/Currency Agreements, includingSecured Commodity Hedge Agreements or Secured Cash Management Agreements, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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, Secured Documents Interest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements or any other assets Property of any Loan Party or any of its SubsidiariesParty;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesParty;
(vif) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties Properties or prospects of any other Loan Party now or hereafter known to such Secured PartyParty (each of Holdings and each Subsidiary Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) the failure of any other Person to execute or deliver this Agreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of the Holdings or any Subsidiary Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, including any statute of limitations), whether or not similar to any act or omissionof the foregoing, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety other than payment in full of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Enviva Partners, LP), Credit and Guaranty Agreement (Enviva Partners, LP)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party the Agent or the Lenders with respect thereto. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other party under the Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. This Guaranty is a guaranty of payment and performance and not of collection. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Borrower or any other Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) any manner of application of Collateral or any other collateralCollateral, 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 Secured Loan Documents or any other assets of any Loan Party or any of its SubsidiariesParty;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesParty;
(vif) any failure of the Agent or any Secured Party 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 Agent or such Secured PartyLender (each Guarantor waiving any duty on the part of the Agent and the Lenders to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by the Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Secured Party Lender or any other Person person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Guarantied Obligations and not of collection, which will be paid strictly in accordance with the terms of this Agreement and the Secured 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 the Administrative Agent or any Secured Party Lender with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Guarantied Obligations or any other Obligations of any other Loan Party under or in respect of this Agreement or the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. This Guaranty is a present and continuing, absolute and unconditional guaranty of payment when due, and not of collection, by each Guarantor jointly and severally with any other Guarantor of the Guarantied Obligations. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives waives, to the extent permitted by applicable law, any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at enforceability of this Agreement or any time, of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Guarantied Obligations or any other Obligations of any other Loan Party under or in respect of this Agreement or the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Secured Loan Document, including, without limitation, any increase in the Guaranteed Guarantied Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairmentrelease, release subordination or non-perfection of any Collateral or any other collateralCollateral, or any taking, release release, subordination or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Guarantied Obligations;
(ivd) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Guarantied Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Guarantied Obligations or any other Obligations of any Loan Party under this Agreement or the Secured Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Holdings or any of its Subsidiaries or its assets or any resulting release or discharge of any Guarantied Obligation;
(vif) the existence of any claim, setoff or other right which any Guarantor may have at any time against any Loan Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or with any unrelated transaction;
(g) any provision of applicable law purporting to prohibit the payment or performance by any Loan Party of the Guarantied Obligations;
(h) any failure of the Administrative Agent or any Secured Party 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 Secured PartyLender (each Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);
(viii) the failure of any other Person to execute or deliver this Guaranty Agreement or any other guaranty or agreement or the release release, subordination or reduction of liability of the any Guarantor or any other guarantor or surety with respect to the Guaranteed Guarantied Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xij) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by the Administrative Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Guarantied Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization (of Holdings or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party its Subsidiaries or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due Subject to Section 5(c), each of the Guaranteed undersigned jointly and severally guarantees that the Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party 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, 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 Xxxxxx to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent shall be absolute 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other Obligations of any other Loan Party action or inaction under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Documents or any other Loan Party instruments or whether any Borrower agreements relating to the Obligations or any other Loan Party are joined in assignment or transfer of any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocablethereof, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ib) any lack of validity or enforceabilityenforceability of any Document or other documents, at instruments or agreements relating to the Obligations or any timeassignment or transfer of any thereof, (c) any furnishing 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 Secured Document (including this Guaranty) such document, instrument or agreement or any agreement or instrument relating thereto;
term thereof, (iie) any change in the timebankruptcy, manner insolvency, reorganization, composition, adjustment, dissolution, liquidation or place of payment ofother 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 other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing, (f) any exchange, release or any other Obligations nonperfection of any other Loan Party under or in respect of the Secured Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party guaranty or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantysecurity, for all or any of the Guaranteed Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantyallowable.
Appears in 2 contracts
Samples: Subsidiary Guaranty (Comc Inc), Subsidiary Guaranty (Dynamic Health Products Inc)
Guaranty Absolute. The 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 agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 the Administrative Agent, the Issuing Lenders, the Swing Line Lenders, any Secured Party Lender, any Banking Service Provider or any Swap Counterparty with respect theretothereto but subject to Section 2(b) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsconnection with any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against the a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Guarantor or any other Loan Party Person or whether any Borrower Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and each Guarantor, to the Guarantor extent not prohibited by applicable law, hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Credit Document (including this Guaranty) or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsany agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Secured DocumentCredit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) any manner of application of Collateral or any other collateralCollateral, 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 obligations of any Loan Party other Person under the Secured Credit Documents or any other assets of any Loan Party or any of its SubsidiariesGuarantor;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesGuarantor;
(vif) any failure of any Lender, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders or any other Secured Party to disclose to any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or Administrative Agent, the release or reduction of liability of Issuing Lenders, the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions ofSwing Line Lenders, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower Lender or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, (and the each Guarantor hereby irrevocably waives any right to duty on the deferral or modification of its obligations hereunder by reason part of any Secured Party to disclose such proceedinginformation);
(xg) any invalidity, rescission, irregularity signature of any officer of any Guarantor being mechanically reproduced in facsimile or unenforceability of all or any part of the Guaranteed Obligations or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyPerson.
Appears in 2 contracts
Samples: Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Forum Energy Technologies, Inc.)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party Bank with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party the Borrower under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party the Borrower under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 NEWY1\8114089.7 Loan Party under the Secured Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Party Bank to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performancefinancial condition, properties assets or prospects of any other Loan Party now or hereafter known to such Secured PartyBank (each Guarantor waiving any duty on the part of the Banks to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party Bank that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Bank or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Southern Union Co)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 the Administrative Agent or any Secured Party Lender with respect theretothereto but subject to Section 2(b) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Person under the Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Loan Party Person or whether the Borrower, any Borrower other Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Person under the Loan Party under or in respect of the Secured Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 obligations of any Loan Party other Person under the Secured Loan Documents or any other assets of any Loan Party the Borrower or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiaries;
(vif) any failure of any Secured Party Beneficiary to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to any Beneficiary (and each Guarantor hereby irrevocably waives any duty on the part of any Beneficiary to disclose such Secured Partyinformation);
(viig) the failure any signature of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability officer of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order Person being mechanically reproduced in any bankruptcy, reorganization, arrangement, moratorium facsimile or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyPerson.
Appears in 2 contracts
Samples: Subordinated Guaranty Agreement (Cano Petroleum, Inc), Subordinated Guaranty Agreement (Cano Petroleum, Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Credit Documents, regardless of any law, regulation or order Legal Requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any other Secured Party with respect theretothereto but subject to Section 2(b) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsconnection with any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against the a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Loan Party Person or whether the Borrower, any Borrower other Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) Credit Document, any Hedging Arrangement with a Swap Counterparty or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsany agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Secured DocumentCredit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 obligations of any Loan Party other Person under the Secured Documents Credit Documents, any Hedging Arrangement with a Swap Counterparty or any other assets of any Loan Party the Borrower or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate organizational structure or existence of any Loan Party the Borrower or any of its Subsidiaries;
(vif) any failure of any Lender, the Administrative Agent or any other Secured Party to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions ofAdministrative Agent, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower Lender or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, (and the each Guarantor hereby irrevocably waives any right to duty on the deferral or modification of its obligations hereunder by reason part of any Secured Party to disclose such proceedinginformation);
(xg) any invalidity, rescission, irregularity or unenforceability signature of all any officer of the Borrower or any part of the Guaranteed Obligations Guarantor being mechanically reproduced in facsimile or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as other Person (other than the case may be, if at any time any payment or any part thereof, of any indefeasible repayment in full of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyObligations).
Appears in 2 contracts
Samples: Guaranty Agreement (Pioneer Energy Services Corp), Term Loan Agreement (Pioneer Energy Services Corp)
Guaranty Absolute. The Until the date on which Security Termination occurs (such date being the “Termination Date”), each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Borrower Guaranteed Obligations and not of collectionor the Subsidiary Guaranteed Obligations, which as applicable, will be paid strictly in accordance with the terms of the Secured 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 the Administrative Agent, the Issuing Lender, the Swingline Lender, any Secured Party Lender, any Banking Services Provider or any Swap Counterparty with respect theretothereto but subject to Section 2(c) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsconnection with any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against the a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Guarantor or any other Loan Party Person or whether any Borrower Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and each Guarantor, to the Guarantor extent not prohibited by applicable law, hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(i) any lack of validity or enforceability, at any time, of any Secured Document (including this Guaranty) or any agreement or instrument relating thereto;
(ii) 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 Obligations of any other Loan Party under or in respect of the Secured Documents, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 any Secured Party Beneficiary with respect theretothereto but subject to Section 2(b) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsconnection with any Interest Rate Contract, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Loan Party Person or whether the Borrower, any Borrower other Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Credit Document (including this Guaranty) or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsany agreement or instrument relating to Interest Rate Contract with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Secured DocumentCredit Document or any agreement or instrument relating to Interest Rate Contract with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 obligations of any Loan Party other Person under the Secured Credit Documents or any other assets of any Loan Party the Borrower or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiaries;
(vif) any failure of any Secured Party Bank, the Administrative Agent, any Issuing Bank or any other Beneficiary to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to the Administrative Agent, any Issuing Bank, any Bank or any other Beneficiary (and each Guarantor hereby irrevocably waives any duty on the part of any Beneficiary to disclose such Secured Partyinformation);
(viig) the failure any signature of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability officer of the Guarantor Borrower being mechanically reproduced in facsimile or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyPerson.
Appears in 2 contracts
Samples: Credit Agreement (Holly Energy Partners Lp), Guaranty Agreement (Holly Energy Partners Lp)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee This Guaranty is an irrevocable, absolute, continuing guaranty of payment when due and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after Guarantor’s death (in which event this Guaranty shall be binding upon such Guarantor’s estate). Guarantor guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Notes and the other Loan Documents, regardless of any lawLegal Requirements, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Agent with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocablebe, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(i) any lack of validity or enforceabilityenforceability of the Notes, at any time, of any Secured Document (including this Guaranty) the Mortgage or any other agreement or instrument relating thereto;
(ii) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Notes or any of its Subsidiaries or otherwisethe other Loan Documents;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or of consent to departure from, from any other guarantyguaranty or acknowledgment of debt, for all or any of the Obligations or the Guaranteed Obligations;
(iv) any manner the existence of application of Collateral or any other collateral, guaranties or proceeds thereof, to all or any acknowledgments of debt of the Guaranteed Obligations, 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 the exchange, release, amendment or waiver of any Loan Party under such guaranties or acknowledgments of debt, or the Secured Documents or any other assets of any Loan Party or any of its Subsidiariesenforceability thereof;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower, a guarantor or a Person giving an acknowledgment of debt; or
(vi) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if Person at any time any liable for the payment of all or part of the Obligations or the Guaranteed Obligations; or any part dissolution of Borrower or Guarantor or any sale, lease or transfer of any and all of the assets of Borrower or Guarantor or any changes in the shareholders, partners of members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor. Guarantor agrees that Agent may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations or the Guaranteed Obligations, and may also make any agreement with Borrower or with any other party to or Person liable on any of the Obligations or Guaranteed Obligations, or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between Agent and Borrower or any of such other party or Person, without in any way impairing or affecting this Guaranty. Guarantor agrees that Agent may resort to Guarantor for payment of any of the Guaranteed Obligations is rescinded Obligations, whether or must otherwise not Agent shall have resorted to or foreclosed against any Mortgage, or any other collateral security, or any other guaranties or acknowledgments of debt, or shall have proceeded against Borrower or any other obligor principally or secondarily obligated with respect to any of the Obligations. It shall not be returned by necessary for Agent (and Guarantor hereby waives any Secured Party rights that Guarantor may have to require Agent), in order to enforce the obligations of Guarantor hereunder, first to (i) institute any suit or exhaust any remedies against Borrower or any other Person upon liable under the insolvencyLoan Documents, bankruptcy (ii) enforce Agent’s rights against any other guarantors of the Obligations or reorganization the Guaranteed Obligations, (or iii) enforce Agent’s right against any analogous proceeding in any jurisdictioncollateral which shall ever have been given to secure the Loan, (iv) of any join Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For Person liable on the avoidance of doubt this paragraph shall survive the termination of Guaranteed Obligations in any action seeking to enforce this Guaranty., or (v) resort to any other means of obtaining payment of the Obligations or the Guaranteed
Appears in 2 contracts
Samples: Interest and Expenses Guaranty (Seaport Entertainment Group Inc.), Interest and Expenses Guaranty (Seaport Entertainment Group Inc.)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 the Administrative Agent, the Issuing Lender, the Swing Line Lender, any Secured Party other Lender, any Banking Services Provider or any Swap Counterparty with respect theretothereto but subject to Section 2(c) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsconnection with any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against the a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Loan Party Person or whether the Borrower, any Borrower other Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses (other than a defense of payment satisfaction in full in cash of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured DocumentsObligations) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Credit Document (including this Guaranty) or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsany agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Secured DocumentCredit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) any manner of application of Collateral or any other collateralCollateral, 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 obligations of any Loan Party other Person under the Secured Credit Documents or any other assets of any Loan Party the Borrower or any of its SubsidiariesGuarantor;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its SubsidiariesGuarantor;
(vif) any failure of any Lender, the Administrative Agent, the Issuing Lender, the Swing Line Lender or any other Secured Party to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or Administrative Agent, the release or reduction of liability of Issuing Lender, the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions ofSwing Line Lender, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower Lender or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, (and the each Guarantor hereby irrevocably waives any right to duty on the deferral or modification of its obligations hereunder by reason part of any Secured Party to disclose such proceedinginformation);
(xg) any invalidity, rescission, irregularity or unenforceability signature of all any officer of the Borrower or any part of the Guaranteed Obligations Guarantor being mechanically reproduced in facsimile or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyPerson.
Appears in 2 contracts
Samples: Credit Agreement (Hi-Crush Partners LP), Credit Agreement (Hi-Crush Partners LP)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due Subject to Section 5(c) hereof, each of the Guaranteed undersigned jointly and severally guarantees that the Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party 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 Laurus to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent shall be absolute 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other Obligations of any other Loan Party action or inaction under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Documents or any other Loan Party instruments or whether any Borrower agreements relating to the Obligations or any other Loan Party are joined in assignment or transfer of any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocablethereof, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ib) any lack of validity or enforceabilityenforceability of any Document or other documents, at instruments or agreements relating to the Obligations or any timeassignment or transfer of any thereof, (c) any furnishing 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 Secured Document (including this Guaranty) such document, instrument or agreement or any agreement or instrument relating thereto;
term thereof, (iie) any change in the timebankruptcy, manner insolvency, reorganization, composition, adjustment, dissolution, liquidation or place of payment ofother 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 other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing, (f) any exchange, release or any other Obligations nonperfection of any other Loan Party under or in respect of the Secured Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party guaranty or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantysecurity, for all or any of the Guaranteed Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or suretyallowable. This Guaranty shall continue Notwithstanding anything contained herein to the contrary, the Purchaser acknowledges, based upon the representations and warranties made by the Company and its Subsidiaries under Section 4.2 of the Securities Purchase Agreement, that the Subsidiaries of the Company set forth on Schedule 4.1 thereto have either dissolved, suspended operations and/or filed for their corporate charters to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though revolved and such payment had occurrences shall not been made. For the avoidance of doubt constitute a breach under this paragraph shall survive the termination of this Guarantyguaranty.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Modtech Holdings Inc), Securities Purchase Agreement (Modtech Holdings Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid and performed strictly in accordance with the terms of the Secured Documentstheir respective terms, 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 Secured Party Lender with respect thereto. Guarantor agrees that its guaranty hereunder constitutes a guaranty of payment and performance when due and not of collection, and waives any right to require that any resort be made by the Administrative Agent or any of the other Lenders to any of the Collateral, any other Person or any other security. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of the Secured DocumentsLoan Documents and any other obligations of any other guarantor or surety, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party guarantor or surety or whether any Borrower or any other Loan Party are guarantor or surety is joined in any such action or actions. The liability obligations and liabilities of the Guarantor under this Guaranty shall be valid, enforceable, irrevocable, absolute absolute, independent and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby unconditionally and irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) and counterclaims it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured of the Obligations, any Loan Document (including this Guaranty) or any agreement agreement, document or instrument relating thereto;
(iib) any extension or change in the time, manner or place of payment of, or in any other term or provision of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment amendment, modification or waiver of or any consent to departure from any Secured DocumentLoan Document or any other agreement, document or instrument evidencing, securing or otherwise relating to any of the Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Borrower or otherwise;
(iiic) any taking, exchange, impairmentcompromise, subordination, release or non-perfection of any Collateral or any other 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;
(ivd) the existence of any claim, set-off, recoupment, defense or other right that any Borrower or any other Person may have against any Person, including, without limitation, any Lender;
(e) any order or manner of enforcement or application of any Collateral or any other collateral, or proceeds thereof, at any time to all or any of the Guaranteed Obligations, or any order or 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 Secured Documents or any other assets of any Loan Party Borrower, or any exercise of its Subsidiariesany other right or remedy available to any Lender under the Loan Documents against any Collateral or other guarantor, surety or other collateral;
(vf) any change, restructuring or termination of the corporate structure or other organizational structure, ownership or existence of any Loan Party or any of its SubsidiariesBorrower;
(vig) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, or any other guarantor of or other Person liable for any of the Obligations, or their assets or any resulting release or discharge of any obligation of any Borrower, or any other guarantor of or other Person liable for any of the Obligations;
(h) any failure of any Secured Party Lender to disclose to any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower now or hereafter known to such Secured PartyLender (Guarantor waiving any duty on the part of the Lenders to disclose such information);
(viii) the failure of any other Person to execute or deliver this Guaranty Agreement, or any other guaranty or agreement agreement, or the release or reduction of liability of the Guarantor or any other guarantor guarantor, surety or surety obligor with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all Obligations or any part of the Guaranteed Obligations or any security thereforthereof; or
(xij) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower or any other guarantor or suretysurety other than the defense of payment or performance of the Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Guaranty Agreement (CNL Healthcare Properties, Inc.), Guaranty Agreement (CNL Healthcare Properties, Inc.)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of undersigned guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsCredit Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party 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 credit to the Borrowers shall be governed solely by the provisions of the Guarantor Credit Agreement. The liability of the undersigned under or in respect of this Guaranty are independent shall be absolute 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other Obligations of any other Loan Party action or inaction under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Loan Documents or any other Loan Party instruments or whether any Borrower agreements relating to the Obligations or any other Loan Party are joined in assignment or transfer of any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocablethereof, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ib) any lack of validity or enforceabilityenforceability of any Loan Document or other documents, at instruments or agreements relating to the Obligations or any timeassignment or transfer of any thereof, (c) any furnishing 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 Secured Document (including this Guaranty) such document, instrument or agreement or any agreement or instrument relating thereto;
term thereof, (iie) any change in the timebankruptcy, manner insolvency, reorganization, composition, adjustment, dissolution, liquidation or place of payment ofother 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 other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing, (f) any exchange, release or any other Obligations nonperfection of any other Loan Party under or in respect of the Secured Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party guaranty or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantysecurity, for all or any of the Guaranteed Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the undersigned. Any amounts due from the undersigned to Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantyallowable.
Appears in 2 contracts
Samples: Guaranty (MBC Funding Ii Corp.), Guaranty (MBC Funding Ii Corp.)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of Parent guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Documentsthis Agreement or any Other Document, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party IBM Credit with respect thereto. The obligations Obligations of the Guarantor Parent under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under this Agreement or in respect of the Secured Documentsany Other Document, and a separate action or actions may be brought and prosecuted against the Guarantor Parent to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are is joined in any such action or actions. The liability of the Guarantor Parent under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor Parent hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now or hereinafter have or hereafter acquire in any way relating to, any or all of the following:
(i) any lack of validity or enforceability, at enforceability of this Agreement or any time, of any Secured Other Document (including this Guaranty) or any agreement or instrument relating thereto;
(ii) 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 Obligations of any other Loan Party under this Agreement or in respect of the Secured Documentsany Other Document, or any other amendment or waiver of or any consent to departure from this Agreement or any Secured Other Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Customer, the Parent or any of its their Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-non perfection of any Collateral 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;
(iv) 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 other Loan Party under the Secured Documents this Agreement or any Other Document or any other assets of any Loan Party either Customer, the Parent or any of its their Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party either Customer, the Parent or any of its their Subsidiaries;
(vi) any failure of any Secured Party IBM Credit to disclose to any Loan Party or any of their Subsidiaries 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 such Secured Party;
IBM Credit (vii) the failure of Parent waiving any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor duty on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforIBM Credit to disclose such information); or
(xivii) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party IBM Credit that might otherwise constitute a defense available to, or a discharge of, any Loan Party either Customer, the Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person IBM Credit upon the insolvency, bankruptcy or reorganization (of either Customer, the Parent or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party their Subsidiaries or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Wholesale Financing Agreement (Microage Inc /De/), Inventory Financing Agreement (Microage Inc /De/)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Note 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 any Secured Party the Agent or the Holders with respect thereto. The obligations of the each Guarantor under or in respect of this Guaranty Article XI are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower or any other Loan Party Obligor or whether any Borrower or any other Loan Party are Obligor is joined in any such action or actions. The liability of the each Guarantor under this Guaranty Article XI shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Funding Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Funding Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Obligor or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(vd) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Loan Party or any of its SubsidiariesObligor;
(vie) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation;
(f) any failure of the Agent or the Holders to file or enforce a claim in any Secured Party to disclose bankruptcy or other proceeding with respect 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 such Secured PartyPerson;
(viig) the failure election by the Agent or the Holders, in any bankruptcy proceeding of any other Person to execute Person, of the application or deliver this Guaranty non application of Section 1111(b)(2) of the United States Bankruptcy Code;
(h) any extension of credit or the grant of any other guaranty or Liens under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code;
(i) any use of cash collateral under Section 363 of the United States Bankruptcy Code;
(j) any agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety stipulation with respect to the Guaranteed Obligationsprovision of adequate protection in any bankruptcy proceeding of any Person;
(viiik) the avoidance of any rescission, waiver, amendment or modification of, or any release from any Liens in favor of the terms Agent or provisions of, the Holders for any Loan Document or any other agreementreason;
(ixl) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, insolvency, reorganization, arrangement, moratorium readjustment of debt, liquidation or other debtor relief proceedingdissolution proceeding commenced by or against any Person, and including any discharge of, or bar or stay against collecting, all or any of the Guarantor waives Guaranteed Obligations (or any right to the deferral interest thereon) in or modification of its obligations hereunder by reason as a result of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xim) any other circumstance whatsoever (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party the Agent or the Holders that might otherwise constitute a defense available to, or a discharge of, any Loan Party Obligor or any other guarantor Guarantor or surety. This Guaranty Article XI shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party the Agent, the Holders or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwisePerson, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Securities Purchase Agreement (FriendFinder Networks Inc.), Securities Purchase Agreement (FriendFinder Networks Inc.)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsNote, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect obligations of the Secured DocumentsBorrower under the Note, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) the Note or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect obligations of the Secured DocumentsBorrower with respect to the Note, or any other amendment or waiver of or any consent to departure from any Secured Documentthe Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Borrower or any of its Subsidiaries affiliates or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 obligations of Borrower or any Loan Party other party liable for the obligations under the Secured Documents Note or any other assets of any Loan Party such party or any of its Subsidiariesaffiliates;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party Borrower or any of its Subsidiariesaffiliates;
(vif) any failure of any Secured Party Lender to disclose to any Loan Party Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party party obligated on or for the Note, now or hereafter known to Lender (Guarantor waiving any duty on the part of the Lender to disclose such Secured Partyinformation);
(viig) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party party obliged on or for the Note or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 2 contracts
Samples: Guaranty Agreement (Verity Corp.), Guaranty Agreement (Verity Corp.)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due Each of the Guaranteed undersigned jointly and severally guarantees that the Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party 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, 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 Xxxxxx to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent shall be absolute 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other Obligations of any other Loan Party action or inaction under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Documents or any other Loan Party instruments or whether any Borrower agreements relating to the Obligations or any other Loan Party are joined in assignment or transfer of any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocablethereof, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ib) any lack of validity or enforceabilityenforceability of any Document or other documents, at instruments or agreements relating to the Obligations or any timeassignment or transfer of any thereof, (c) any furnishing 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 Secured Document (including this Guaranty) such document, instrument or agreement or any agreement or instrument relating thereto;
term thereof, (iie) any change in the timebankruptcy, manner insolvency, reorganization, composition, adjustment, dissolution, liquidation or place of payment ofother 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 other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing, (f) any exchange, release or any other Obligations nonperfection of any other Loan Party under or in respect of the Secured Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party guaranty or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantysecurity, for all or any of the Guaranteed Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantyallowable.
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 the Administrative Agent or any Secured Party Lender with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty Guarantee are independent of the Guaranteed Obligations or any other Obligations of any other Loan Credit Party under or in respect of the Secured Credit Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this GuarantyGuarantee, irrespective of whether any action is brought against any the Borrower or any other Loan Credit Party or whether any the Borrower or any other Loan Credit Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty Guarantee shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured provision under this Agreement, any Credit Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Credit Documents, or any other amendment or waiver of or any consent to departure from any Secured Credit Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Credit Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) any manner of application of Collateral or any other collateralCollateral, 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 Secured Credit Documents or any other assets of any Loan Party or any of its SubsidiariesCredit Party;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesCredit Party;
(vif) any failure of the Administrative Agent or any Secured Party Lender to disclose to any Loan Credit Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Credit Party now or hereafter known to the Administrative Agent or such Secured PartyLender, as the case may be (each Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement Guarantee or the release or reduction of liability of the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, including any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by the Administrative Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Credit Party or any other guarantor or surety, in its capacity as a guarantor or surety (other than payment or performance). This Guaranty Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Secured Party Lender or any other Person upon the insolvencyPerson, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwisefor whatever reason, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement (Denbury Resources Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of Holdings guarantees that the Guaranteed First Lien Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party with respect thereto. The obligations 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 Guarantor Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The First Lien Obligations of Holdings under or in respect of this Guaranty are independent of the Guaranteed First Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor Holdings to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the Guarantor Holdings under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor Holdings hereby irrevocably waives any rights, claims or defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:following (whether or not Holdings has knowledge thereof):
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed First Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed First Lien Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any takingthe validity, exchangeperfection, impairment, release or non-perfection or lapse in perfection, priority or avoidance of any security interest or Lien in or the release of any Collateral or any other collateral securing or purporting to secure the Guaranteed First Lien Obligations or any other impairment of such 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 First Lien Obligations;
(ivd) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed First Lien Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed First Lien Obligations or any other First Lien Obligations of any Loan Party under the Secured Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Party 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 such Secured PartyParty (Holdings waiving any duty on the part of the Secured Parties to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor Holdings or any other guarantor or surety with respect to the Guaranteed First Lien Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed First Lien Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For No payment made by the avoidance Borrower, Holdings, any of doubt the other Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from the Borrower, Holdings, any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed First Lien Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Holdings hereunder which shall, notwithstanding any such payment, remain liable for the Guaranteed First Lien Obligations until all of the Guaranteed First Lien Obligations and all other amounts payable under this paragraph Guaranty (other than in each case contingent obligations that are not then due and payable) shall survive have been paid in full in cash, all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the termination of this GuarantyAdministrative Agents and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated and the Commitments shall have expired or been terminated.
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Loan Document, any Secured Document (including this Guaranty) Hedge Agreement, any Secured Cash Management Agreement or any agreement other agreement, document or instrument relating theretoto which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a party;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured DocumentHedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Secured Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Party 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 such Secured PartyParty (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Cracker Barrel Old Country Store, Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the ----------------- Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Documentsthis Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Administrative Agent or the Lenders with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party the Borrowers or whether any Borrower or any other Loan Party the Borrowers are joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) Agreement or any other agreement or instrument relating theretoto this Agreement;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Documentthis Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Borrowers or any of its their Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, any other guaranty, from this Agreement for all or any of the Guaranteed Obligations;
(ivd) any change, restructuring or termination of the corporate structure or existence of the Borrowers or any of their Subsidiaries;
(e) any other circumstance (including, without limitation, any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, the Borrowers or any Guarantor; or
(f) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretyBorrower. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party the Administrative Agent or any other Person Lender upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Revolving Credit Agreement (Fox Entertainment Group Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Finance Documents, regardless of any lawLaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The guaranty by the Guarantor under this Guaranty is a guaranty of payment, and not of collection, and a debt of the Guarantor for its own account. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party the Borrowers under or in respect of the Secured Finance Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are is joined in any such action or actions. The liability obligations of the Guarantor under this Guaranty and the rights of the Collateral Agent hereunder shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Transaction Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured DocumentTransaction Document or any other agreement or instrument relating thereto, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwisethe Borrowers;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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 or Obligations;
(ivd) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Obligations or 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiariesthe Borrowers;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Guarantor or any of its Subsidiariesthe Borrowers;
(vif) any failure of any Secured Party to disclose to any Loan Party the Guarantor or the Borrowers any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party the Guarantor or the Borrowers now or hereafter known to such Secured PartyParty (the Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations or the Obligations;
(viiih) any rescissionlimitation on any party’s liability or obligations under any Finance Document or any invalidity or unenforceability, waiverin whole or in part, amendment of any such Finance Document;
(i) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or modification ofother like proceeding relating to the Guarantor, the Borrowers, Holdings, or any release from action taken with respect to this Guaranty by any of the terms trustee or provisions ofreceiver, or by any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order court, in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xij) any other circumstance (including, without limitation, any statute of limitations), any act or omission, but excluding the prior payment in full of the Guaranteed Obligations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Borrowers or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyGuarantor.
Appears in 1 contract
Samples: Guaranty (Clean Energy Fuels Corp.)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Guarantied Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsBorrower Note, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender with respect thereto. The obligations of the each Guarantor under or in respect of this Guaranty hereunder are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsGuarantied Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty hereunder shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) the Borrower Note or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsGuarantied Obligations, or any other amendment or waiver of or any consent to departure from any Secured Documentthe Borrower Note, including, without limitation, any increase in the Guaranteed Guarantied Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Borrower or otherwise;
(iiic) any taking, exchangeexchange or release of, impairment, release or non-perfection of a lien on, any Collateral or any other collateralcollateral securing the Guarantied Obligations, 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 Guarantied Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(vd) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforBorrower; or
(xie) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Guarantied Obligations is rescinded or must otherwise be returned by any Secured Party to Lender or any other Person person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guaranties that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Indenture 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 the Trustee, the Collateral Agent or any Secured Party Holder with respect thereto. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party Indenture Obligor under or in respect of the Secured Indenture Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company, any Borrower other Guarantor or any other Loan Party of their respective Subsidiaries or whether the Company, any Borrower other Guarantor or any other Loan Party are of their respective Subsidiaries is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(i) any lack of validity or enforceability, at any time, enforceability of any Secured Indenture Document (including this Guaranty) or any agreement or instrument relating thereto;
(ii) 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 Indenture Obligations of any other Loan Party Obligor under or in respect of the Secured Indenture Documents, or any other amendment or waiver of of, or any consent to departure from from, any Secured Indenture Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Obligor or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(iv) 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 Indenture Obligations of any Loan Party Obligor under the Secured Indenture Documents or any other assets of any Loan Party Obligor or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party Obligor or any of its Subsidiaries;
(vi) any failure of any Secured Party of the Trustee, the Collateral Agent or any Holder to disclose to any Loan Party Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party 118 Obligor now or hereafter known to the Trustee, the Collateral Agent or any Holder (each Guarantor waiving any duty on the part of the Trustee, the Collateral Agent or any Holder to disclose such Secured Partyinformation);
(vii) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xiviii) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by the Trustee, the Collateral Agent or any Secured Party Holder that might otherwise constitute a defense available to, or a discharge of, any Loan Party Obligor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Trustee, the Collateral Agent, or any Secured Party Holder or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower the Company or any other Loan Party Indenture Obligor or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Indenture (Pioneer Companies Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 the Administrative Agent or any Secured Party Lender with respect theretothereto but subject to Section 2(b) above. The liability of each Guarantor executing this Guaranty, and of any other Person or entity guarantying any or all of the Guaranteed Obligations, shall be joint and several. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under or in respect of the Secured Credit Documents, and a separate action or actions may be brought and prosecuted against the a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Loan Party Person or whether the Borrower, any Borrower other Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Credit Document (including this Guaranty) or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Loan Party Person under or in respect of the Secured Credit Documents, or any other amendment or waiver of or any consent to departure from any Secured Credit Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) any manner of application of Collateral or any other collateralCollateral, 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 obligations of any Loan Party other Person under the Secured Credit Documents or any other assets of any Loan Party the Borrower or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiaries;
(vif) any failure of any Secured Party Lender, the Administrative Agent or any other Beneficiary to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to the Administrative Agent, any Lender or any other Beneficiary (and each Guarantor hereby irrevocably waives any duty on the part of any Beneficiary to disclose such Secured Partyinformation);
(viig) the failure any signature of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability officer of the Guarantor Borrower being mechanically reproduced in facsimile or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyPerson.
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of jointly and severally guarantees that the applicable Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured this Agreement and other Loan 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 the Administrative Agent, any Secured Party L/C Issuer or any Lender with respect thereto. The obligations of the each Guarantor under or in 100 Lululemon Credit Agreement respect of this Guaranty are independent of the applicable Guaranteed Obligations or any other Obligations of any other Loan Party applicable Borrower under or in respect of this Agreement and the Secured other Loan Documents, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceabilityenforceability of this Agreement, at any time, of any Secured other Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the applicable Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of the Secured Documentsthis Agreement and each other Loan Document, or any other amendment or waiver of or any consent to departure from this Agreement or any Secured other Loan Document, including, without limitation, any increase in the applicable Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Borrower or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the applicable Guaranteed Obligations;
(ivd) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the applicable Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the applicable Guaranteed Obligations or any other Obligations obligations of any Borrower under this Agreement and the other Loan Party under the Secured Documents or any other assets of any Loan Party Borrower or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party Borrower or any of its Subsidiaries;
(vif) any failure of the Administrative Agent, any Secured Party L/C Issuer or any Lender to disclose to any Loan Party such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower now or hereafter known to the Administrative Agent, such Secured PartyL/C Issuer or such Lender (each Guarantor waiving any duty on the part of the Administrative Agent, the L/C Issuers and the Lenders to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the such Guarantor or any other guarantor or surety with respect to the applicable Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by the Administrative Agent, any Secured Party 101 Lululemon Credit Agreement L/C Issuer or any Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the applicable Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any Secured Party L/C Issuer or any Lender or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan Documents, regardless of any lawLaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the BV Borrower or any other Loan Party or whether any the BV Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; provided that where such a waiver is unenforceable or where such a change would discharge the Guarantor of its liability under this Guaranty if made without its consent, the NYDOCS01/1267209 Guarantor hereby gives its consent to such change;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Secured Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Party 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 such Secured PartyParty (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) 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 the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety to the extent permitted; provided that, where a Loan Party contracts with the Secured Parties to be discharged from the Guaranteed Obligations, the Guarantor hereby assents to such contract and remains bound under this Guaranty. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the BV Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Sensata Technologies Holding PLC)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee (a) Each of payment when due of the Guarantors guarantees that, to the fullest extent permitted by law, the Guaranteed Obligations and not of collection, which will be paid or performed strictly in accordance with the terms of the Secured Documentstheir terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Administrative Agent with respect thereto. The .
(b) No invalidity, irregularity, voidability, voidness or unenforceability of the Loan Agreement, the Note, or any other Loan 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 each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, and a separate action or actions may be brought and prosecuted against the each or any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party Affiliate or Subsidiary thereof or whether any the Borrower or any other Loan Party are Affiliate or Subsidiary thereof is joined in any such action or actions. .
(d) The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(i) any lack of validity or enforceability, at any time, of any Secured Document (including this Guaranty) or any agreement or instrument relating thereto;
(ii) any change in the timemanner, manner place or place terms of payment or performance, and/or any change or extension of the time of payment or performance of, renewal or in any other term alteration of, all any Guaranteed Obligation, any security therefor, or any of the Guaranteed Obligations liability incurred directly or any other Obligations of any other Loan Party under or indirectly in respect of the Secured Documentsthereof, or any other amendment or waiver of or any consent to departure from the Loan Agreement or the Note or any Secured other Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Borrower or any of its Subsidiaries Subsidiary or Affiliate thereof or otherwise;
(iiiii) any takingsale, exchange, impairmentrelease, release surrender, realization upon any property by whomsoever at any time pledged or non-mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations (other than the Collateral pledged to the Administrative Agent, for its own benefit and the benefit of the other Lenders, under the Security Documents (as applicable)), and/or any offset against such Guaranteed Obligations, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any Collateral or any other collateralsuch Lien, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, guaranty for all or any of the Guaranteed Obligations;
(iii) any exercise or failure to exercise any rights against the Borrower or any Affiliate or Subsidiary thereof or others (including any Guarantor);
(iv) any settlement or compromise of any Guaranteed Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof;
(v) any manner of application of Collateral or any other collateralCollateral, 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 assets of any Loan Party under the Secured Documents Borrower or any other assets of any Loan Party Affiliate or any of its SubsidiariesSubsidiary thereof;
(vvi) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiaries;
(vi) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial Affiliate or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured PartySubsidiary thereof;
(vii) the failure release of any other Person to execute or deliver this Guaranty the Borrower or any other guaranty party, other than any Guarantor, now or agreement hereafter liable upon or the release or reduction of liability in respect of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;Loan Documents; or
(viii) any rescission, waiver, amendment other agreements or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason circumstance of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, this Guaranty and/or the obligations of any Loan Party Guarantor hereunder, or a defense to, or discharge of, the Borrower or any Affiliate or Subsidiary thereof relating to this Guaranty or the obligations of any Guarantor hereunder or otherwise with respect to the Loan or other guarantor financial accommodations to the Borrower (other than the defense of indefeasible payment).
(e) The Administrative Agent may at any time and from time to time (whether or surety. 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 Guarantors, and without incurring responsibility to the Guarantors or impairing or releasing the obligations of any Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid.
(f) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon the Administrative Agent for repayment or recovery of any time any amount or amounts received by the Administrative Agent in payment or any part thereof, on account of any of the Guaranteed Obligations is rescinded as a result of laws relating to preferences, fraudulent transfers and fraudulent conveyances, and the Administrative Agent repays all or must otherwise be returned part of said amount by reason of any Secured Party judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent or its property, or any other Person upon the insolvency, bankruptcy settlement or reorganization (or any analogous proceeding in any jurisdiction) compromise of any Borrower such claim effected by the Administrative Agent with any such claimant (including LRT, LCIF, LCIFII and NET). In such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation hereof or the cancellation of any note (including the Note) or other Loan Party instrument evidencing any Guaranteed Obligation, and each Guarantor shall be and remain liable to the Administrative Agent hereunder for the amount so repaid or otherwise, all recovered to the same extent as though if such payment amount had not never originally been made. For received by the avoidance of doubt this paragraph shall survive the termination of this GuarantyAdministrative Agent.
Appears in 1 contract
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of Company guaranties that the Guaranteed Guarantied Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Documentsthis Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Bank or the Agent with respect thereto. The obligations Obligations of the Guarantor Company under or in respect of this Guaranty Article XI are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsGuarantied Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor Company to enforce this GuarantyArticle XI, irrespective of whether any action is brought against any Borrower Borrowing Subsidiary or any other Loan Party Account Subsidiary or whether any Borrower Borrowing Subsidiary or any other Loan Party are Account Subsidiary is joined in any such action or actions. The liability of the Guarantor Company under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor Company hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) Agreement or any other agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsGuarantied Obligations, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwisethis Agreement;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, 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 Guarantied Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(vd) any change, restructuring or termination of the corporate structure or existence of any Loan Party Borrowing Subsidiary or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforAccount Subsidiary; or
(xie) any other circumstance (including, without limitation, including any statute of limitations), any act or omission, or any existence of or reliance on any representation limitations to the fullest extent permitted by any Secured Party that applicable Law) which might otherwise constitute a defense available to, or a discharge of, the Company, any Loan Party Borrowing Subsidiary or any Account Subsidiary or other guarantor or suretyguarantor. This Guaranty guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Guarantied Obligations is rescinded or must otherwise be returned by any Secured Party Bank, the L/C Issuer or any other Person the Agent upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower Borrowing Subsidiary or any other Loan Party Account Subsidiary or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Graco Inc)
Guaranty Absolute. The Until the Termination Date, each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 the Administrative Agent, any Secured Party Issuing Lender, the Swing Line Lender, any Lender, any Banking Services Provider or any Swap Counterparty with respect theretothereto but subject to Sections 2(c) or 2(d) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsconnection with any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against the a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Guarantor or any other Loan Party Person or whether any Borrower Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and each Guarantor, to the Guarantor extent not prohibited by applicable law, hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Credit Document (including this Guaranty) or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsany agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or Banking Services with a Banking Services Provider, or any other amendment or waiver of or any consent to departure from any Secured DocumentCredit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or Banking Services with a Banking Services Provider, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 obligations of any Loan Party other Person under the Secured Credit Documents or any other assets of any Loan Party or any of its SubsidiariesGuarantor;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesGuarantor;
(vif) any failure of any Lender, the Administrative Agent, any Issuing Lender, the Swing Line Lender or any other Secured Party to disclose to any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to the Administrative Agent, any Issuing Lender, the Swing Line Lender, any Lender or any other Secured Party (and each Guarantor hereby irrevocably waives any duty on the part of any Secured Party to disclose such information);
(g) any signature of any officer of any Guarantor being mechanically reproduced in facsimile or otherwise;
(h) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or any other Person against any Secured Party;
(viii) the failure insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor Person at any time liable for the payment of all or surety part of the Guaranteed Obligations or the failure of the Administrative Agent or any other Secured Party to file or enforce a claim in bankruptcy or other proceeding with respect to any Person; or any sale, lease or transfer of any or all of the assets of any Guarantor, or any changes in the holders of equity of any Guarantor;
(j) any failure of the Administrative Agent or any other Secured Party to take any action whatsoever to mitigate or reduce any Guarantor’s liability hereunder or any other Credit Document;
(k) any Legal Requirement which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation;
(l) the possibility that the Guaranteed Obligations may at any time and from time to time exceed the aggregate liability of such Guarantor under this Guaranty;
(m) any defense arising by reason of any failure of any Secured Party to make any presentment, or protest or to give any other notice, including notice of all of the following: acceptance of this Guaranty, partial payment or non-payment of all or any part of the Guaranteed Obligations and the existence, creation, or incurring of new or additional Guaranteed Obligations;
(viiin) any rescissiondefense arising by reason of any incapacity, waiver, amendment or modification oflack of authority, or any release from any other defense of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcyperson, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
limitation, postponement or prohibition on a Secured Party’s rights to payment, or the cessation from any cause whatsoever of the liability of the Borrower or any other person with respect to all or any part of the Guaranteed Obligations (x) other than payment to the Secured Parties in full), or by reason of any invalidity, rescission, irregularity act or unenforceability omission of the Secured Parties or others which directly or indirectly results in the discharge or release of the Borrower or any other person or of all or any part of the Guaranteed Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise;
(o) any defense arising by reason of the failure of the Secured Parties to marshal assets;
(p) any defense based upon any failure of the Secured Parties to give to the Borrower or Guarantor notice of any sale or other disposition of any property securing any or all of the Guaranteed Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such property; or
(xiq) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a an equitable or legal defense available to, or a an equitable or legal discharge of, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any other Person (other than a defense of payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantyperformance).
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Loan Documents and the Secured DocumentsHedge Agreements, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under or in respect of the Loan Documents or the Secured DocumentsHedge Agreements, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Loan Document, any Secured Document (including this Guaranty) Hedge Agreement or any agreement or instrument relating thereto;
(iib) 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 Obligations obligations of any other Loan Party under or in respect of the Loan Documents or the Secured DocumentsHedge Agreements, or any other amendment or waiver of or any consent to departure from any Loan Document or any Secured DocumentHedge Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 obligations of any Loan Party under the Loan Documents or the Secured Documents Hedge Agreements or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Party 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 such Secured PartyParty (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) 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 the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Guaranty (Landrys Restaurants Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Documentsthereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The obligations Guaranty by each of the Guarantors hereunder is a guaranty of payment (whether or not any bankruptcy or similar proceeding shall have stayed the accrual of collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not of collection, and is in no way conditioned upon any requirement that the Agent first attempt to collect any portion of the Obligations from the Borrower or any Obligor or resort to any other means of obtaining payment. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligor, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party Obligor or whether any the Borrower or any other Loan Party are Obligor is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating theretothereto or relating to any other Guaranteed Obligations;
(iib) 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 Obligations of any other Loan Party Obligor under or in respect of the Secured DocumentsLoan Documents or any agreement or instrument relating thereto or relating to any other Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Secured DocumentLoan Document or any agreement or instrument relating thereto or relating to any other Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Obligor or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Secured Documents Obligor or any other assets of any Loan Party Obligor or any of its Subsidiaries;
(ve) any change, (i) change, restructuring or termination of the corporate structure or existence of any Loan Party the Guarantor or any of its Subsidiaries, and (ii) any change, whether direct or indirect, in the Guarantor’s relationship to any of its Subsidiaries or Obligor, including any such change by reason of any merger or consolidation or any sale, transfer, issuance, spin-off, 5 distribution, disposal, or other disposition of any stock, equity interest or other security, assets or property of an Obligor, the Guarantor or any other Person;
(vif) any failure of any Secured Party to disclose to any Loan Party Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Obligor now or hereafter known to such Secured PartyParty (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) 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 the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viiih) any rescissionLien or security interest granted to, waiveror in favor of, amendment or modification ofany Secured Party as security for any of the Guaranteed Obligations shall fail to be perfected, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the terms Guaranteed Obligations;
(i) any failure of any Secured Party to assert any claim or demand or to enforce any right or remedy against any Guarantor or any other Person under the provisions of, of any Loan Document or any other agreementguarantor of, or collateral securing, any Guaranteed Obligations;
(ixj) any payment made to defense based on any secured creditor on claim that such Guarantor’s obligations exceed or are more burdensome than those of the Indebtedness which any Secured Party repays any Borrower or any other Guarantor;
(k) any benefit of and any right to participate in any security now or hereafter held by any Secured Party;
(l) any assignment for the benefit of any Secured Party pursuant to court order or any other marshalling of assets and liabilities of any Guarantor;
(m) any reduction, limitation, impairment or termination of any Guaranteed Obligations (except in the case of Full Payment of the Obligations) for any bankruptcyreason, reorganizationincluding any claim of waiver, arrangementrelease, moratorium surrender, alteration or other debtor relief proceedingcompromise, and the shall not be subject to (and each Guarantor hereby waives any right to the deferral or modification of its obligations hereunder claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any such proceedingother event or occurrence affecting, any Guaranteed Obligations or otherwise;
(xn) any invalidityamendment to, rescission, irregularity waiver, or unenforceability of all other modification of, or any part consent to or departure from, any of the Guaranteed Obligations terms of any Loan Document;
(o) any existence of or reliance on any representation by any Secured Party or any security thereforother circumstance which might otherwise constitute a defense (other than a defense of Full Payment of the Obligations) available to, or a legal or equitable discharge of, the Borrower, any Guarantor, surety, Person or any other guarantor; or
(xip) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense (other than a defense of Full Payment of the Obligations) available to, or a discharge of, any Loan Party Obligor or any other guarantor or surety. This Guaranty shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded rescinded, invalidated, set aside, or must be restored, repaid or otherwise be returned by any Secured Party Party, or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party Obligor or otherwise, all as though such payment had not been made. For , and each Guarantor agrees that it will, jointly and severally, as primary obligor and not merely as surety, with the avoidance of doubt other Guarantors, indemnify the Agent and any other Secured Party on written demand for all reasonable and documented costs and expenses (including Attorney Costs) incurred by each such Secured Party in connection with such event, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer, fraudulent conveyance or similar payment under any Fraudulent Transfer Law or similar law, together with interest on amounts recoverable under this paragraph shall survive Guaranty from the termination of this Guarantytime when such amounts become due until payment, whether before or after judgment, including any Default Interest.
Appears in 1 contract
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 any Secured Party Beneficiary with respect theretothereto but subject to Section 2(b) above. This is an absolute, continuing and unconditional guaranty of payment and not of collection and if at any time or from time to time there are no outstanding Guaranteed Obligations, the obligations of Guarantor with respect to any and all Guaranteed Obligations incurred thereafter shall not be affected; provided that after this Guaranty is terminated in accordance with Section 12 hereof, only the Parent’s indemnification obligations under this Guaranty shall survive as provided in Section 9.07 of the Credit Agreement. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsconnection with any Lender Hedging Agreement or Banking Service Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party Person or whether any Borrower the Borrower, Guarantor or any other Loan Party are Person is joined in any such action or actions. Any and all payments made by Guarantor hereunder of any Guaranteed Obligations shall be made without deduction (except for deductions made pursuant to Legal Requirement), set-off or counterclaim of any kind or withholding. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Credit Document (including this Guaranty) or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Secured Documentsany agreement or instrument relating to a Lender Hedging Agreement with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Secured DocumentCredit Document or any agreement or instrument relating to a Lender Hedging Agreement with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, guaranty for all or any of the Guaranteed Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(vd) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its SubsidiariesSubsidiaries or Guarantor;
(vie) any failure of any Secured Party Lender, the Administrative Agent, any Issuing Bank or any other Beneficiary to disclose to any Loan Party the Borrower or Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to the Administrative Agent, any Issuing Bank, any Lender or any other Beneficiary (and Guarantor hereby irrevocably waives any duty on the part of any Beneficiary to disclose such Secured Partyinformation);
(viif) the failure any signature of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability officer of the Borrower or Guarantor being mechanically reproduced in facsimile or any other guarantor or surety with respect to the Guaranteed Obligationsotherwise;
(viiig) each right to which it may be entitled under Rule 31, Texas Rules of Civil Procedure, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the UCC, and Chapter 43 of the Texas Civil Practice and Remedies Code, as any rescission, waiver, amendment or modification ofall of the same may be amended or construed from time to time, or any release from any the common law of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification State of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of Texas at all or any part of the Guaranteed Obligations or any security thereforrelevant times; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Borrower, Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstatedother Person, as the case may bein each case, if at any time any other than payment or any part thereof, of any in full of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyObligations.
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 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 Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party Obligor under or in respect of the Secured Finance Documents, and that a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower the Company or any other Loan Party Obligor or whether any Borrower the Company or any other Loan Party are Obligor is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives to the fullest extent permitted by applicable law any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Finance Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party Obligor under or in respect of the Secured Finance Documents, or any other amendment or waiver of or any consent to departure from any Secured Finance Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Obligor or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Obligor under the Secured Finance Documents or any other assets of any Loan Party Obligor or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party Obligor or any of its Subsidiaries;
(vif) any failure of any Secured Party to disclose to any Loan Party Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Obligor now or hereafter known to such Secured PartyParty (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) 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 the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party Obligor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower the Company or any other Loan Party Obligor or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 any Secured Party with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty hereunder are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect obligations of the Secured Documents, Borrower under the Obligations and the Credit Agreement and the H. D. Xxxxx Primary Vendor Agreement between the Borrower and the Lender (the “Prime Vendor Agreement”) and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any or not an action or proceeding is brought against any the Borrower and whether or any other Loan Party or whether any not the Borrower or any other Loan Party are is joined in any such action or actionsproceeding. The liability of the Guarantor under this Guaranty shall be hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the followingpart by:
(ia) any defect or lack of validity or enforceability, at any time, enforceability in respect of any Secured Document (including this Guaranty) Indebtedness or other obligation of the Borrower or any other Person under the Credit Agreement or the Prime Vendor Agreement or the Obligations, or any agreement or instrument relating theretoto any of the foregoing;
(iib) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Lender may extend to, or make with, the Borrower, the Guarantor or any other Person, or 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of of, or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, this Guaranty, the Credit Agreement, the Prime Vendor Agreement or the Obligations, including any other guaranty, for all increase or any of decrease in the Guaranteed Obligations;
(ivc) the taking of security from the Borrower, the Guarantor or any other Person, and the release, discharge or alteration of, or other dealing with, such security;
(d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, the Credit Agreement, the Prime Vendor Agreement any of the Obligations and the obligations of the Guarantor hereunder;
(e) the abstention from taking security from the Borrower, the Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security;
(f) any loss, diminution of value or lack of enforceability of any security received from the Borrower, the Guarantor or any other Person, and including any other guarantees received by the Lender;
(g) any other dealings with the Borrower, the Guarantor or any other Person, or with any security;
(h) the Lender’s acceptance of compositions from the Borrower or the Guarantor;
(i) the application by the Lender of all monies at any time and from time to time received from the Borrower, the Guarantor or any other Person on account of any indebtedness and liabilities owing by the Borrower or the Guarantor to the Lender, in such manner as the Lender deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any the 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiariescollateral;
(vj) any change, restructuring the release or termination discharge of the corporate structure Borrower or existence the Guarantor or of any Loan Party Person liable directly as surety or any otherwise by operation of its Subsidiarieslaw or otherwise for the Obligations, other than an express release in writing given by the Lender of the liability and obligations of the Guarantor hereunder;
(vik) any failure of any Secured Party to disclose to any Loan Party any information relating to change in the name, business, condition (financial capital structure or otherwise), operations, performance, properties governing instrument of the Borrower or prospects of any other Loan Party now or hereafter known to such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor refinancing or surety with respect to restructuring of any of the Guaranteed Obligations;
(viiil) the sale of either Borrower’s business or any part thereof;
(m) any rescissionmerger or consolidation, waiverarrangement or reorganization of the Borrower, amendment any Person resulting from the merger or modification ofconsolidation of the Borrower with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Borrower or any change in the corporate relationship between the Borrower and the Guarantor, or any release from any termination of the terms or provisions of, any Loan Document or any other agreementsuch relationship;
(ixn) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership, arrangement, readjustment, assignment for the benefit of creditors or distribution of the assets of the Borrower or its assets or any resulting discharge of any obligations of the Borrower (whether voluntary or involuntary) or of the Guarantor (whether voluntary or involuntary) or the loss of corporate existence;
(o) any payment made to arrangement or plan of reorganization affecting the Borrower or the Guarantor;
(p) any secured creditor failure, omission or delay on the Indebtedness which part of the Borrower to conform or comply with any Secured Party repays term of the Credit Agreement or the Prime Vendor Agreement;
(q) any limitation on the liability or obligations of the Borrower or any other Secured Party pursuant to court order Person under this Guaranty, or any discharge, termination, cancellation, distribution, irregularity, invalidity or unenforceability in any bankruptcy, reorganization, arrangement, moratorium whole or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification in part of its obligations hereunder by reason of any such proceedingthis Guaranty;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xir) any other circumstance (including, without limitation, including any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party ) that might otherwise constitute a defense available to, or a discharge of, the Borrower or the Guarantor; or
(s) any Loan Party modification, compromise, settlement or any other guarantor release by the Lender, or surety. This Guaranty shall continue to be effective by operation of law or be reinstated, as the case may be, if at any time any payment or any part thereofotherwise, of any the Obligations or the liability of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party obligor under the Obligations, in whole or otherwisein part, all as though such and any refusal of payment had by the Lender, in whole or in part, from any other obligor or other guarantor in connection with any of the Obligations, whether or not been made. For with notice to, or further assent by, or any reservation of rights against, the avoidance of doubt this paragraph shall survive the termination of this GuarantyGuarantor.
Appears in 1 contract
Samples: Unlimited Continuing Guaranty (Arcadia Resources, Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Guarantied Obligations and not of collection, which will be paid strictly in accordance with the terms of this Agreement and the Secured 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 the Agent or any Secured Party Lender with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Guarantied Obligations or any other Obligations of any other Loan Party under or in respect of this Agreement or the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. This Guaranty is a present and continuing, absolute and unconditional guaranty of payment when due, and not of collection, by each Guarantor jointly and severally with any other Guarantor of the Guarantied Obligations. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives waives, to the extent permitted by applicable Law, any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at enforceability of this Agreement or any time, of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Guarantied Obligations or any other Obligations of any other Loan Party under or in respect of this Agreement or the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Secured Loan Document, including, without limitation, any increase in the Guaranteed Guarantied Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairmentrelease, release subordination or non-perfection of any Collateral or any other collateralCollateral, or any taking, release release, subordination or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Guarantied Obligations;
(ivd) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Guarantied Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Guarantied Obligations or any other Obligations of any Loan Party under the Secured this Agreement or the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Consolidated Party or its assets or any resulting release or discharge of any Guarantied Obligation;
(vif) the existence of any claim, setoff or other right which any Guarantor may have at any time against any Loan Party, the Agent, any Lender or any other Person, whether in connection herewith or with any unrelated transaction;
(g) any provision of applicable Law purporting to prohibit the payment or performance by any Loan Party of the Guarantied Obligations;
(h) any failure of the Agent or any Secured Party 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 Agent or such Secured PartyLender (each Guarantor waiving any duty on the part of the Agent and the Lenders to disclose such information);
(viii) the failure of any other Person to execute or deliver this Guaranty Agreement or any other guaranty or agreement or the release release, subordination or reduction of liability of the any Guarantor or any other guarantor or surety with respect to the Guaranteed Guarantied Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xij) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by the Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Guarantied Obligations is rescinded or must otherwise be returned by the Agent or any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Consolidated Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Guaranty Absolute. The Each Subsidiary Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party Lender Creditor with respect thereto. The obligations Guaranteed Obligations of the each Subsidiary Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the each Subsidiary Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Subsidiary Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Subsidiary Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Secured Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Party Lender Creditor 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 such Secured PartyLender Creditor (each Subsidiary Guarantor waiving any duty on the part of the Lender Creditors to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty Agreement or any other guaranty or agreement or the release or reduction of liability of the any Subsidiary Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Lender Creditor or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyPerson.
Appears in 1 contract
Samples: Superpriority Secured Debtor in Possession Term Loan Agreement (Pacific Drilling S.A.)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Documents, Loan Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Lender with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty hereunder are independent of the Guaranteed Obligations obligations of the Borrowers under the Loan Agreement or any other Obligations of any other Loan Party guarantor under or in respect of the Secured Documents, any other guaranty and a separate action or actions may be brought and or prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower the Borrowers or any other Loan Party guarantor or whether any Borrower the Borrowers or any other Loan Party guarantor are joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional unconditional, and shall not be affected or impaired by released in any circumstance or occurrence whatsoever way, irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) the Loan Agreement or any guaranty, agreement or instrument relating theretothereto (collectively, the "Documents");
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Document, Document including, without limitation, any increase in the Guaranteed Obligations resulting from the extension Obligations;
(c) any taking and holding of collateral or additional credit to any Loan Party guarantees for all or any of its Subsidiaries the Guaranteed Obligations, or otherwise;
(iii) any takingamendment, alteration, exchange, impairmentsubstitution, transfer, enforcement, waiver, subordination, termination or release of any collateral or such guarantees, or non-perfection or delay in perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, from any other such guaranty, for all or any of the Guaranteed Obligations;
(ivd) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any commercially reasonable 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 assets of any Loan Party under the Secured Documents Borrower or any other assets of any Loan Party or any of its SubsidiariesPerson;
(ve) any consent by Lender, any Borrower, or any other Person to the change, restructuring restructure or termination of the corporate structure or existence of any Loan Party a Borrower, or any of its Subsidiaries;
(vi) their affiliates and any failure corresponding restructure of any Secured Party to disclose to any Loan Party any information relating to the businessGuaranteed Obligations, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty restructure or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part refinancing of the Guaranteed Obligations or any security thereforportion thereof; or
(xif) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge ofof a Borrower. Without limiting the generality of the foregoing, the Guarantor hereby consents to, and hereby agrees, that the rights of Lender hereunder, and the liability of the Guarantor hereunder, shall not be affected by any Loan Party and all releases of any collateral, whether for purposes of commercially reasonable sales or other dispositions of assets or for any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantypurpose.
Appears in 1 contract
Samples: Loan and Security Agreement (Perennial Health Systems Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsPurchase Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Seller and the Former Interest Holders with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect obligations of the Secured DocumentsPurchaser under the Purchase Agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party the Purchaser or whether any Borrower or any other Loan Party are the Purchaser is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) the Purchase Agreement or any agreement or instrument relating theretothereto arising from the failure of the Purchaser to properly authorize, execute and deliver the Purchase Agreement;
(iib) 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 Obligations of any other Loan Party under or in respect obligations of the Secured DocumentsPurchaser under the Purchase Agreement or any agreement or instrument relating thereto, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwisePurchase Agreement;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(vc) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Purchaser, SIFS or any of its Subsidiaries;their respective subsidiaries; or
(vid) any failure of any Secured Party the Seller or the Former Interest Holders to disclose to any Loan Party the Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of SIFS or any other Loan Party of its subsidiaries now or hereafter in the future known to such Secured Party;
the Seller and the Former Interest Holders (vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or waiving any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor duty on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitationsSeller and the Former Interest Holders to disclose such information), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Seller, any Secured Party Former Interest Holder or any other Person upon the insolvency, bankruptcy or reorganization (of the Purchaser or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party SIFS or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Guaranty (Be Aerospace Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Documentsthis Guaranty and each other Loan Document, regardless of any 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 Secured Party Lender with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party the Borrower under or in respect of the Secured Credit Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceabilityenforceability against the Borrower of the Credit Agreement, at any time, of any Secured other Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations obligations of any other Loan Party the Borrower under or in respect of the Secured Credit Agreement and the other Loan Documents, or any other amendment or waiver of or any consent to departure from the Credit Agreement or any Secured other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Borrower or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 obligations of any Loan Party the Borrower under the Secured Credit Agreement and the other Loan Documents or any other assets of any Loan Party the Borrower or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiaries;
(vif) any failure of the Administrative Agent or any Secured Party Lender to disclose to any Loan Party the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party the Borrower now or hereafter known to the Administrative Agent or such Secured PartyLender (the Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor Borrower or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, to the fullest extent permitted under applicable law, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by the Administrative Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Hewlett Packard Enterprise Co)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party the Administrative Agent, the Co-Agents or the Lenders with respect thereto. The obligations Obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now or hereinafter have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Borrower or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 other Loan Party under the Secured Loan Documents or any other assets of any Loan Party the Borrower or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xif) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by the Administrative Agent, any Secured Party Co-Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Borrower, the Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any Secured Party Co-Agent or any other Person Lender upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Imc Global Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of guarantees the payment when due of the Guaranteed Obligations and not of collectionObligations, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party the Lender with respect thereto. The obligations Obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document; PROVIDED, includingHOWEVER, without limitation, that any increase in the Guaranteed Obligations resulting from the extension of additional credit amendment to any Loan Party or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any Documents other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of than the Guaranteed Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this VCFC Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to IWC Pledge Agreement shall require the deferral or modification prior written consent of its obligations hereunder by reason of any such proceedingSTHL;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Bridge Loan Agreement (International Wireless Communications Holdings Inc)
Guaranty Absolute. The Parent Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of this Agreement and the Secured other Note 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 any Secured Party holders of a Note with respect thereto. The obligations of the Parent Guarantor under or in respect of this Parent Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Note Party under or in respect of this Agreement or the Secured other Note Documents, and a separate action or actions may be brought and prosecuted against the Parent Guarantor to enforce this Parent Guaranty, irrespective of whether any action is brought against any Borrower the Company or any other Loan Note Party or whether any Borrower the Company or any other Loan Note Party are is joined in any such action or actions. The liability of the Parent Guarantor under this Parent Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Parent Guarantor hereby irrevocably waives any defenses (other than a the defense of payment and performance in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documentsfull) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Note Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations obligations of any other Loan Note Party under or in respect of the Secured Note Documents, or any other amendment or waiver of or any consent to departure from any Secured Note Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Company, any Loan other Note Party or any of its their Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 obligations of any Loan Note Party under the Secured Note Documents or any other assets of any Loan Note Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Note Party or any of its Subsidiaries;
(vif) any failure of any Secured Party holders of a Note to disclose to any Loan Note Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Note Party now or hereafter known to any holders of a Note (the Parent Guarantor waiving any duty on the part of any holders of a Note to disclose such Secured Party;information); Safehold Operating Partnership LP Note Purchase Agreement
(viig) the failure of any other Person to execute or deliver this Guaranty Agreement, any other Note Document or any other guaranty or agreement or the release or reduction of liability of the Parent Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party holders of a Note that might otherwise constitute a defense available to, or a discharge of, any Loan Note Party or any other guarantor or suretysurety (other than payment and performance in full of the Guaranteed Obligations). This Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party holders of a Note or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower the Company or any other Loan Note Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsLoan Documents and Hedge Transactions with any Lender Hedge Counterparty, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect theretothereto but subject to Section 2(b) above. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Person under the Loan Party under Documents or in respect of the Secured Documentsconnection with any Hedge Transaction with a Lender Hedge Counterparty, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Borrower, any Borrower other Guarantor or any other Loan Party Person or whether Borrower, any Borrower other Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Person under the Loan Party under Documents or in respect of the Secured Documentsany agreement or instrument relating to any Hedge Transaction with a Lender Hedge Counterparty or any Banking Services, or any other amendment or waiver of or any consent to departure from any Secured DocumentLoan Document or any agreement or instrument relating to any Lender Hedge Transaction with a Lender Hedge Counterparty or any Banking Services, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 obligations of any Loan Party other Person under the Secured Loan Documents or any other assets of any Loan Party Borrower or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party Borrower or any of its Subsidiaries;
(vif) any failure of any Lender, Administrative Agent or any other Secured Party to disclose to any Loan Party Borrower or Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to Administrative Agent, any Lender or any other Secured Party (and Guarantor hereby irrevocably waives any duty on the part of any Secured Party to disclose such Secured Partyinformation);
(viig) any signature of any officer of Borrower or any other Person being mechanically reproduced in facsimile or otherwise;
(h) any right to require any Secured Party to proceed against any other Person, to exhaust any collateral security for the Guaranteed Obligations, to have any other Person joined with Guarantor in any suit arising out of the Guaranteed Obligations or this Guaranty or to pursue any other remedy in any Secured Party’s power;
(i) any failure of any other Person to execute or deliver this Guaranty Guaranty, any supplement hereto or any other guaranty or agreement or the agreement;
(j) any release or reduction of the liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations or any other compromise or settlement of the Guaranteed Obligations;
(viiik) any rescissionrequirement that any Secured Party create or perfect any Lien or protect or insure any property subject thereto;
(l) any right to revoke any other Loan Document to which Guarantor is a party;
(m) any election of remedies by any Secured Party that in any manner impairs, waiverreduces, amendment releases or modification of, otherwise adversely affects any collateral security or any release from subrogation, reimbursement, exoneration, contribution or indemnification right of Guarantor or other right of Guarantor to proceed against any other Loan Party, any other guarantor, any other Person or any collateral security;
(n) any right of set-off or counterclaim against or in respect of the terms Secured Obligations of Guarantor hereunder, any other Loan Document to which Guarantor is a party or provisions ofany Hedge Transaction to which Guarantor and any Lender Hedge Counterparty are parties;
(o) any neglect, failure or refusal to take any action:
(i) for the collection or enforcement of any Guaranteed Obligation,
(ii) to realize on any collateral security,
(iii) to enforce any Loan Document,
(iv) in connection with the administration of any Loan Document or any other agreement;or
(ixv) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of otherwise concerning the Guaranteed Obligations or the Loan Documents, or any security delay in taking any such action;
(p) the fact that Guarantor may have incurred directly any Guaranteed Obligation or is otherwise primarily liable therefor;
(q) any defense to the recovery by any Secured Party against Guarantor of any deficiency after a non-judicial sale and any defense or benefit that may be afforded by applicable Legal Requirements (and in that connection Guarantor acknowledges that Administrative Agent may, without notice to or demand upon Guarantor and without affecting the liability of Guarantor under this Guaranty, foreclose under any mortgage by non-judicial sale);
(r) any statute of limitations applicable to the Guaranteed Obligations; or
(xis) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower, Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyPerson.
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of jointly and severally guarantees that the applicable Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured this Agreement and other Loan 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 the Administrative Agent, any Secured Party L/C Issuer or any Lender with respect thereto. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the applicable Guaranteed Obligations or any other Obligations of any other Loan Party applicable Borrower under or in respect of this Agreement and the Secured other Loan Documents, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceabilityenforceability of this Agreement, at any time, of any Secured other Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the applicable Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of the Secured Documentsthis Agreement and each other Loan Document, or any other amendment or waiver of or any consent to departure from this Agreement or any Secured other Loan Document, including, without limitation, any increase in the applicable Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Borrower or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the applicable Guaranteed Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Guaranty Absolute. The Each Subsidiary Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party with respect thereto. The obligations Obligations of the each Subsidiary Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the each Subsidiary Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Subsidiary Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Subsidiary Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the followingfollowing to the fullest extent permitted by law:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;; 102 108
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Secured Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Party 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 such Secured PartyParty (each Subsidiary Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of the any Subsidiary Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This To the fullest extent permitted by applicable law, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Guaranty Absolute. The Each Parent Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 the Administrative Agent or any other Secured Party with respect thereto. The obligations Obligations of the each Parent Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the any Parent Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Parent Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Parent Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now or hereinafter have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Borrower or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) any manner of application of Collateral or any other collateralCollateral, 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 other Loan Party under the Secured Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xif) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by the Administrative Agent or any other Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party Party, any Parent Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party the Administrative Agent or any other Person Secured Party upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Mediq Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid or performed strictly in accordance with the terms of the Secured DocumentsAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Beneficiary with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of of, but related to, the Guaranteed Obligations or any other Obligations of any other Loan Party Counterparty’s obligations under or in respect of the Secured Documents, Agreement and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower one or any other Loan Party more of the parties constituting Counterparty or whether any Borrower one or any other Loan Party are more of the parties constituting Counterparty is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) the Agreement or any agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations under the Agreement, any modification, extension or any other Obligations waiver of any other Loan Party under or in respect of the Secured Documentsterms of the Agreement, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in term of the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwiseAgreement;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or the taking or failure to take any other action with respect to 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;
(ivd) any requirement that Beneficiary proceed against one or more of the parties constituting Counterparty, any other person or entity, any collateral or 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 Secured Documents or any other assets of any Loan Party or any of its SubsidiariesObligations;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party one or more of the parties constituting Counterparty or any of its Subsidiaries;
(vif) any lack or failure of notice or any failure of any Secured Party Beneficiary to disclose to any Loan Party one or more of the parties constituting Counterparty or the Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Loan Party one or more of the parties constituting Counterparty or the Guarantor, or relating to the Agreement, as the case may be, now or hereafter in the future known to such Secured Party;
Beneficiary (vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or waiving any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor duty on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforBeneficiary to disclose such information); or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Loan Party one or more of the parties constituting Counterparty, the Guarantor or any other guarantor or surety. Notwithstanding any provision to the contrary contained herein, Guarantor’s liability hereunder shall be and is specifically limited as expressly set forth in Section 1 above, and except to the extent specifically provided in the Agreement, in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive, tort, or any other damages, costs, or attorney’s fees. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Beneficiary or any other Person upon the insolvency, bankruptcy or reorganization (of one or any analogous proceeding in any jurisdiction) more of any Borrower the parties constituting Counterparty or any other Loan Party the Guarantor or otherwise, all as though such payment payments had not been made. For The obligations of the avoidance Guarantor under this Guaranty shall at all times rank at least pari passu in right of doubt 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) and of the performance 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 paragraph Guaranty shall survive not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the termination liability of this Guarantyone or more parties constituting Counterparty (or the estate in bankruptcy of one or more parties constituting Counterparty) resulting from the operation of any present or future provision of the federal bankruptcy law or other similar statute.
Appears in 1 contract
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of Holdings guarantees that the Guaranteed Second Lien Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party with respect thereto. The obligations 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 Guarantor Guaranteed Second Lien Obligations or operated as a discharge thereof) and not merely of collection. The Second Lien Obligations of Holdings under or in respect of this Guaranty are independent of the Guaranteed Second Lien Obligations or any other Second Lien Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor Holdings to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the Guarantor Holdings under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor Holdings hereby irrevocably waives any rights, claims or defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:following (whether or not Holdings has knowledge thereof):
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Second Lien Obligations or any other Second Lien Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Second Lien Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any takingthe validity, exchangeperfection, impairment, release or non-perfection or lapse in perfection, priority or avoidance of any security interest or Lien in or the release of any Collateral or any other collateral securing or purporting to secure the Guaranteed Second Lien Obligations or any other impairment of such 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 Second Lien Obligations;
(ivd) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Second Lien Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Second Lien Obligations or any other Second Lien Obligations of any Loan Party under the Secured Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Party 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 such Secured PartyParty (Holdings waiving any duty on the part of the Secured Parties to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor Holdings or any other guarantor or surety with respect to the Guaranteed Second Lien Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Second Lien Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For No payment made by the avoidance Borrower, Holdings, any of doubt the other Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from the Borrower, Holdings, any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Second Lien Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Holdings hereunder which shall, notwithstanding any such payment, remain liable for the Guaranteed Second Lien Obligations until all of the Guaranteed Second Lien Obligations and all other amounts payable under this paragraph Guaranty (other than in each case contingent obligations that are not then due and payable) shall survive have been paid in full in cash and the termination of this GuarantyTerm Commitments shall have expired or been terminated.
Appears in 1 contract
Guaranty Absolute. The Parent Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Documentsthereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Noteholder with respect thereto. The obligations Guaranty by the Parent Guarantor hereunder is a guaranty of payment (whether or not any bankruptcy or similar proceeding shall have stayed the accrual of collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not of collection, and is in no way conditioned upon any requirement that the Agent or Noteholders first attempt to collect any portion of the Obligations from the Company or any Note Party or resort to any other means of obtaining payment. The Obligations of the Parent Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsNote Party, and a separate action or actions may be brought and prosecuted against the Parent Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower the Company or any other Loan Note Party or whether any Borrower the Company or any other Loan Note Party are is joined in any such action or actions. The liability of the Parent Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Parent Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Note Document (including this Guaranty) or any agreement or instrument relating theretothereto or relating to any other Guaranteed Obligations;
(iib) 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 Obligations of any other Loan Note Party under or in respect of the Secured DocumentsNote Documents or any agreement or instrument relating thereto or relating to any other Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Secured DocumentNote Document or any agreement or instrument relating thereto or relating to any other Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Note Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Note Party under the Secured Documents or any other assets of any Loan Note Party or any of its Subsidiaries;
(ve) any (i) change, restructuring or termination of the corporate structure or existence of any Loan Party the Parent Guarantor or any of its SubsidiariesSubsidiaries and (ii) change, whether direct or indirect, in the Parent Guarantor’s relationship to any of its Subsidiaries or other Note Party, including any such change by reason of any merger or consolidation or any sale, transfer, issuance, spin-off, distribution, disposal, or other disposition of any stock, equity interest or other security, assets or property of a Note Party, the Parent Guarantor or any other Person;
(vif) any failure of the Agent or any Secured Party Noteholder to disclose to any Loan Note Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Note Party now or hereafter known to such Secured PartyNoteholder (the Parent Guarantor waives any duty on the part of the Agent and the Noteholders to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty Guaranty, or any other guaranty or agreement or the release or reduction of liability of the Parent Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viiih) any rescissionfailure of any Noteholder to assert any claim or demand or to enforce any right or remedy against the Parent Guarantor or any other Person under the provisions of any Note Document or any other guarantor of, or collateral securing, any Guaranteed Obligations;
(i) any defense based on any claim that the Parent Guarantor’s obligations exceed or are more burdensome than those of the Company or any other Note Party;
(j) any benefit of and any right to participate in any security now or hereafter held by any Noteholder;
(k) any assignment for the benefit of any Noteholder or any other marshalling of assets and liabilities of the Parent Guarantor;
(l) any reduction, limitation, impairment or termination of any Guaranteed Obligations (except in the case of the payment in full of all Obligations under the Indenture and the Notes in accordance with the terms of the Indenture (“Full Payment”)) for any reason, including any claim of waiver, amendment release, surrender, alteration or modification compromise, and shall not be subject to (and the Parent Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any release from any of the terms other event or provisions ofoccurrence affecting, any Loan Document Guaranteed Obligations or otherwise;
(m) any existence of or reliance on any representation by any Noteholder or any other agreement;
circumstance which might otherwise constitute a defense (ixother than a defense of Full Payment of the Obligations) any payment made to any secured creditor on available to, or a legal or equitable discharge of, the Indebtedness which any Secured Party repays any Borrower Company, the Parent Guarantor, surety, Person or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforguarantor; or
(xin) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party Noteholder that might otherwise constitute a defense (other than a defense of Full Payment of the Obligations) available to, or a discharge of, any Loan Note Party or any other guarantor or surety. This Guaranty shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded rescinded, invalidated, set aside, or must be restored, repaid or otherwise be returned by any Secured Party Noteholder, or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower the Company or any other Loan Note Party or otherwise, all as though such payment had not been made. For , and the avoidance of doubt Parent Guarantor agrees that it will, as primary obligor and not merely as surety, with the other Guarantors, indemnify the Agent and any Noteholder on written demand for all reasonable and documented costs and expenses (including attorney costs) incurred by each such Noteholder in connection with such event, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer, fraudulent conveyance or similar payment under any Fraudulent Transfer Law or similar law, together with interest on amounts recoverable under this paragraph shall survive Guaranty from the termination of this Guarantytime when such amounts become due until payment, whether before or after judgment, including any Default Interest.
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any DIP Secured Party with respect theretothereto but subject to Section 9.1(c) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Person under the Loan Party under Documents or in respect of the Secured Documentsconnection with any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against the a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Loan Party Person or whether the Borrower, any Borrower other Guarantor or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Person under the Loan Party under Documents or in respect of the Secured Documentsany agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Secured DocumentLoan Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 obligations of any Loan Party other Person under the Secured Loan Documents or any other assets of any Loan Party the Borrower or any of its SubsidiariesGuarantor;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its SubsidiariesGuarantor;
(vif) any failure of any DIP Secured Party to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to the DIP Agent, the Issuing Lender, any Lender or any other DIP Secured Party (and each Guarantor hereby irrevocably waives any duty on the part of any DIP Secured Party to disclose such Secured Partyinformation);
(viig) the failure any signature of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability officer of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order Guarantor being mechanically reproduced in any bankruptcy, reorganization, arrangement, moratorium facsimile or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any DIP Secured Party that might otherwise constitute a defense available to, or a discharge of, the Borrower (other than payment or performance), any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantyPerson.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Extraction Oil & Gas, Inc.)
Guaranty Absolute. The Parent Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 the Administrative Agent or any other Secured Party with respect thereto. The obligations Obligations of the Parent Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the Parent Guarantor to enforce this Parent Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are is joined in any such action or actions. The liability of the Parent Guarantor under this Parent Guaranty shall be irrevocableabsolute, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrevocable irrespective of, and the Parent Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or and all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any other agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection nonperfection of any Collateral or any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any Subsidiary Guaranty or any other guaranty, for all or any of the Guaranteed Obligations;
(ivd) any manner of application of Collateral or any other collateralCollateral, 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 Secured Documents Loan Documents, or any other property and assets of any other Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any other Loan Party or any of its Subsidiaries;
(vif) any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Secured Party, as the case may be (the Parent Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) the failure of any other Subsidiary of the Parent Guarantor or any other Person to execute or deliver this a Subsidiary Guaranty or any other guaranty guarantee or agreement or of the release or reduction of the liability of any of the Guarantor other Loan Parties or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, limitations or any existence of or reliance on any representation by the Administrative Agent or any other Secured Party Party) that might otherwise constitute a defense available to, or a discharge of, the Parent Guarantor, any other Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any other Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid and performed strictly in accordance with the terms of the Secured Documentstheir respective terms, 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 Secured Party Lender with respect thereto. Each Guarantor agrees that its guaranty hereunder constitutes a guaranty of payment and performance when due and not of collection, and waives any right to require that any resort be made by the Administrative Agent or any of the other Lenders to any of the Collateral, any other Person or any other security. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of the Secured DocumentsLoan Documents and any other obligations of any other guarantor or surety, and a separate action or actions may be brought and prosecuted against the such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party guarantor or surety or whether any Borrower or any other Loan Party are guarantor or surety is joined in any such action or actions. The liability obligations and liabilities of the each Guarantor under this Guaranty shall be valid, enforceable, irrevocable, absolute absolute, independent and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the such Guarantor hereby unconditionally and irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) and counterclaims it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured of the Obligations, any Loan Document (including this Guaranty) or any agreement agreement, document or instrument relating thereto;
(iib) any extension or change in the time, manner or place of payment of, or in any other term or provision of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment amendment, modification or waiver of or any consent to departure from any Secured DocumentLoan Document or any other agreement, document or instrument evidencing, securing or otherwise relating to any of the Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Borrower or otherwise;
(iiic) any taking, exchange, impairmentcompromise, subordination, release or non-perfection of any Collateral or any other 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;
(ivd) the existence of any claim, set-off, recoupment, defense or other right that any Borrower or any other Person may have against any Person, including, without limitation, any Lender;
(e) any order or manner of enforcement or application of any Collateral or any other collateral, or proceeds thereof, at any time to all or any of the Guaranteed Obligations, or any order or 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 Secured Documents or any other assets of any Loan Party Borrower, or any exercise of its Subsidiariesany other right or remedy available to any Lender under the Loan Documents against any Collateral or other guarantor, surety or other collateral;
(vf) any change, restructuring or termination of the corporate structure or other organizational structure, ownership or existence of any Loan Party or any of its SubsidiariesBorrower;
(vig) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, or any other guarantor of or other Person liable for any of the Obligations, or their assets or any resulting release or discharge of any obligation of any Borrower, or any other guarantor of or other Person liable for any of the Obligations;
(h) any failure of any Secured Party Lender to disclose to any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower now or hereafter known to such Secured PartyLender (such Guarantor waiving any duty on the part of the Lenders to disclose such information);
(viii) the failure of any other Person to execute or deliver this Guaranty Agreement, or any other guaranty or agreement agreement, or the release or reduction of liability of the any Guarantor or any other guarantor guarantor, surety or surety obligor with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all Obligations or any part of the Guaranteed Obligations or any security thereforthereof; or
(xij) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Guaranty Absolute. The 2.1 This Agreement shall be deemed accepted by the Agent for the benefit of itself and the Banks upon receipt, and the obligations of the Guarantors under this Agreement are effective immediately and are continuing and cover all Guaranteed Obligations arising prior to and after the date hereof. This Agreement may not be revoked by any Guarantor agrees its guarantee constitutes a guarantee of payment when due of and shall continue to be effective with respect to Guaranteed Obligations arising or created after any attempted revocation by any Guarantor.
2.2 Each Guarantor guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Credit Agreement and the other Loan Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Agent or the Banks with respect thereto. The Each Guarantor agrees that such Guarantor's obligations under this Agreement shall not be released, diminished, or impaired by, and waives any rights which such Guarantor might otherwise have which relate to:
(a) Any lack of validity or enforceability of the Guarantor Guaranteed Obligations, any of the Loan Documents, or any other agreement or instrument relating thereto; any increase, reduction, extension, or rearrangement of the Guaranteed Obligations; any amendment, supplement, or other modification of the Loan Documents; any waiver or consent granted under the Loan Documents, including waivers of the payment and performance of the Guaranteed Obligations; or in respect of this Guaranty are independent any sale, assignment, delegation, or other transfer of the Guaranteed Obligations or any other Obligations of any other the Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(i) any lack of validity or enforceability, at any time, of any Secured Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) Any grant of any change in the time, manner security or place of payment of, or in any other term of, all or any of support for the Guaranteed Obligations or any other Obligations impairment of any other Loan Party under security or in respect support for the Guaranteed Obligations, including any full or partial release of the Secured Documentsany Borrower, any Guarantor, or any other amendment Person liable for the payment or waiver performance of the Guaranteed Obligations; any change in the organization or structure of any consent to departure from any Secured Document, including, without limitationBorrower, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iii) any takingGuarantor, exchange, impairment, release or non-perfection of any Collateral or any other collateralPerson liable for the payment or performance of the Guaranteed Obligations; or the insolvency, bankruptcy, liquidation, or dissolution of any Borrower, any Guarantor, or any taking, release other Person liable for the payment or amendment or waiver of, or consent to departure from, any other guaranty, for all or any performance of the Guaranteed Obligations;
(ivc) any The manner of application applying payments on the Guaranteed Obligations or the proceeds of Collateral any security or support for the Guaranteed Obligations against the Guaranteed Obligations;
(d) The failure to give notice of the occurrence of any of the events or actions referred to in this Section 2.2, notice of any default or event of default, however denominated, under the Loan Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the Guaranteed Obligations, notice of any sale or foreclosure of any collateral for the Guaranteed Obligations, notice of any transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding any Borrower, any Guarantor, or any other collateral, or proceeds thereof, to all or any of Person liable for the Guaranteed Obligations, or any manner of sale or other disposition notice of any Collateral or any other collateral for all or any of kind relating to the Guaranteed Obligations or any other Obligations of any Loan Party under (and the Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination parties intend that no Guarantor shall be considered a "Debtor" as defined in Section 9.105 of the corporate structure or existence Texas Business and Commerce Code for the purpose of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party notices required to disclose be given to any Loan Party any information relating to the business, condition (financial or otherwisea Debtor thereunder), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xie) Any other action taken or omitted which affects the Guaranteed Obligations, whether or not such action or omission prejudices any other circumstance (includingGuarantor or increases the likelihood that any Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof. It is the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guaranteed Obligations when due, without limitationnotwithstanding any occurrence, any statute of limitations)circumstance, any act or omissionevent, action, or any existence of omission whatsoever, whether contemplated or reliance on any representation by any Secured Party that might otherwise constitute a defense available touncontemplated, and whether or a discharge of, any Loan Party or any other guarantor or surety. not particularly described herein.
2.3 This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment on the Guaranteed Obligations must be refunded for any reason including any bankruptcy proceeding. In the event that the Agent or any part thereofBank must refund any payment received against the Guaranteed Obligations, any prior release from the terms of this Agreement given to any Guarantor by the Agent shall be without effect, and this Agreement
(a) Each Guarantor is a Subsidiary of Denali and receives and, because of its ownership by Denali, expects to continue to receive business opportunities, financial support, and management support from Denali. Each Guarantor has agreed to enter into this Agreement so that the Borrowers can receive the benefits of the Guaranteed Obligations and Denali can continue to provide these services to such Guarantor.
(b) In consummating the transactions contemplated by the Loan Documents, no Guarantor intends to disturb, delay, hinder, or defraud either present or future creditors of such Guarantor. Each Guarantor is rescinded or must otherwise be returned familiar with, and has independently reviewed books and records regarding, the financial condition of each Borrower and is familiar with the value of the security and support for the payment and performance of the Guaranteed Obligations. Based upon such examination, and taking into account the fairly discounted value of such Guarantor's contingent obligations under this Agreement and the value of the subrogation and contribution claims such Guarantor could make in connection with this Agreement, and assuming each of the transactions contemplated by the Loan Documents is consummated and each Borrower makes full use of the credit facilities thereunder, the present realizable fair market value of the assets of such Guarantor exceeds the total obligations of such Guarantor, and such Guarantor is able to realize upon its assets and pay its obligations as such obligations mature in the normal course of business.
(c) If notwithstanding the foregoing it is judicially determined with respect to any Secured Party Guarantor that entering into this Agreement would violate Section 548 of the United States Bankruptcy Code or any other Person upon comparable provisions of any state law, then such Guarantor shall be liable under this Agreement only for amounts aggregating up to the insolvency, bankruptcy or reorganization (largest amount that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any analogous proceeding in any jurisdiction) comparable provisions of any Borrower or state law.
(d) Each Guarantor agrees that such Guarantor and any other Loan Party or otherwise, all as though such payment had not been made. For guarantor of the avoidance Guaranteed Obligations shall have rights of doubt this paragraph shall survive contribution and subrogation against each other with respect to any payments made in connection with the termination of this GuarantyGuaranteed Obligations.
Appears in 1 contract
Samples: Subsidiary Guaranty (Denali Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan Documents, regardless of any lawLaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the BV Borrower or any other Loan Party or whether any the BV Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; provided that where such a waiver is unenforceable or where such a change would discharge the Guarantor of its liability under this Guaranty if made without its consent, the Guarantor hereby gives its consent to such change;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Secured Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Party 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 such Secured PartyParty (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) 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 the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;; or Foreign Guaranty
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety to the extent permitted; provided that, where a Loan Party contracts with the Secured Parties to be discharged from the Guaranteed Obligations, the Guarantor hereby assents to such contract and remains bound under this Guaranty. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the BV Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Foreign Guaranty
Guaranty Absolute. (a) The Guarantor agrees its Guarantors guarantee constitutes a guarantee of payment when due of that, to the fullest extent permitted by law, the Guaranteed Obligations and not of collection, which Amount will be paid or performed strictly in accordance with the terms of the Secured Documentsits terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Best with respect thereto. The obligations of the Guarantor under Any claim, controversy or in other action with respect of to this Guaranty are independent or the Letter of Credit shall be submitted to the Guaranteed Obligations or any other Obligations Bankruptcy Court in accordance with Section 13 hereof, which shall retain jurisdiction with respect thereto and the 363 Order shall so provide.
(b) This Guaranty is one of any other Loan Party under or in respect of the Secured Documentspayment and performance, not collection and a separate action or actions may be brought and prosecuted against the Guarantor Guarantors to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are joined in any such action or actions. .
(c) The liability of the Guarantor Guarantors under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(i) any lack of validity exercise or enforceability, at failure to exercise any time, of any Secured Document (rights against the Guarantors including the failure to enforce this Guaranty) , the Asset Purchase Agreement or the Letter of Credit, or the waiver or consent by Best with respect any agreement provision hereof or instrument relating theretothereof;
(ii) any change settlement or compromise of any obligation of any Guarantor to Best, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the time, manner or place payment of payment of, or in any other term of, all or any of part thereof to the Guaranteed Obligations or any other Obligations payment of any other Loan Party under obligation (whether due or in respect not) of the Secured Documents, or any other amendment or waiver Guarantor to creditors of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwiseGuarantor;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesGuarantor;
(vi) any failure of any Secured Party 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 such Secured Party;
(viiiv) the failure of any other Person to execute or deliver this Guaranty validity, enforceability or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, future amendment or modification of, or any release from any change in, this Guaranty, the Asset Purchase Agreement or the Letter of the terms or provisions of, any Loan Document Credit or any other agreement;
(ix) any payment made , instrument or document to any secured creditor on the Indebtedness which any Secured Party repays any Borrower Best or any other Secured Party pursuant to court order Guarantor is or may become party in any bankruptcy, reorganization, arrangement, moratorium connection therewith or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforherewith; or
(xiv) any other action or circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a legal or equitable discharge or defense available to, of a surety or a discharge of, any Loan Party or any other guarantor or surety. guarantor.
(d) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon Best for repayment or recovery of any time any amount or amounts received by Best in payment or any part thereof, of any on account of the Guaranteed Obligations is rescinded Amount and Best repays all or must otherwise be returned part of said amount by reason of any Secured Party judgment, decree or order of any court or administrative body having jurisdiction over the Best, or any other Person settlement or compromise of any such claim effected by Best with any such claimant, then and in such event the Guarantors agree that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantors, bankruptcy notwithstanding any revocation hereof or reorganization (or any analogous proceeding in any jurisdiction) the cancellation of any Borrower instrument evidencing any Guaranteed Amount, and the Guarantor shall be and remain liable to Best hereunder for the amount so repaid or any other Loan Party or otherwise, all recovered to the same extent as though if such payment amount had not never originally been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantyreceived by Best.
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 the Administrative Agent, the Collateral Agent or any Secured Party Lender with respect thereto. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party Obligor under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Loan Party of their respective Subsidiaries or whether the Borrower, any Borrower other Guarantor or any other Loan Party are of their respective Subsidiaries is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party Obligor under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Obligor or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Obligor under the Secured Loan Documents or any other assets of any Loan Party Obligor or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party Obligor or any of its Subsidiaries;
(vif) any failure of any Secured Party of the Administrative Agent, the Collateral Agent or any Lender to disclose to any Loan Party Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Obligor now or hereafter known to the Administrative Agent, the Collateral Agent or any Lender (each Guarantor waiving any duty on the part of the Administrative Agent, the Collateral Agent or any Lender to disclose such Secured Partyinformation);
(viig) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any an statute of limitations), any act or omission, ) or any existence of or reliance on any representation by the Administrative Agent, the Collateral Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any Obligor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, the Collateral Agent, or any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party Obligor or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of undersigned guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsPurchaser Notes and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party 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 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 obligations undersigned acknowledges that 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. The liability of the Guarantor undersigned under or in respect of this Guaranty shall be absolute and unconditional, in accordance with its terms, and, so long as the Obligations are independent outstanding, 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other Obligations of any other Loan Party action or inaction under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Documents or any other Loan Party instruments or whether any Borrower agreements relating to the Obligations or any other Loan Party are joined in assignment or transfer of any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocablethereof, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ib) any lack of validity or enforceabilityenforceability of the Purchaser Notes or other documents, at instruments or agreements relating to the Obligations or any timeassignment or transfer of any thereof, (c) any furnishing 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 Secured Document (including this Guaranty) such document, instrument or agreement or any agreement or instrument relating thereto;
term thereof, (iie) any change in the timebankruptcy, manner insolvency, reorganization, composition, adjustment, dissolution, liquidation or place of payment ofother 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 other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing, (f) any exchange, release or any other Obligations nonperfection of any other Loan Party under or in respect of the Secured Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party guaranty or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantysecurity, for all or any of the Guaranteed Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the undersigned. Any amounts due from the undersigned to Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantyallowable.
Appears in 1 contract
Samples: Guaranty (Tidel Technologies Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Lender Party with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this First Lien Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Loan Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this First Lien Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Guarantor under this First Lien Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;; LSP Gen Finance Special L/C Facility Agreement
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Secured Loan Documents or any other assets Property of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Lender Party 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 such Secured PartyLender Party (each Guarantor waiving any duty on the part of the Lender Parties to disclose such information);
(viig) the failure of any other Person to execute or deliver this Agreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This First Lien Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Lender Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Special Letter of Credit Facility Agreement (Dynegy Inc /Il/)
Guaranty Absolute. The Guarantor agrees its Guarantors guarantee constitutes a guarantee of payment when due of that the Guaranteed ----------------- Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsPromissory Notes, the Charlevoix Lease, the Bethesda Sublease, the Sedgwick Sublease and the Subleases, respectively, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party FHC with respect thereto. The obligations of the Guarantor Guarantors under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, and a separate action or actions may be brought and prosecuted against the Guarantor Guarantors to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party Buyer or whether any Borrower or any other Loan Party are Buyer is joined in any such action or actions. The liability of the Guarantor Guarantors under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(i) any lack of validity or enforceabilityenforceability of the Facility Agreement, at any time, of any Secured Document (including this Guaranty) the Promissory Notes or any other agreement or instrument relating thereto;
(ii) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Documentthe Facility Agreement, includingthe Promissory Notes, without limitationthe Charlevoix Lease, any increase in the Guaranteed Obligations resulting from Bethesda Sublease, the extension of additional credit to any Loan Party Sedgwick Sublease or any of its Subsidiaries or otherwisethe Subleases;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;Buyer:
(v) any change, restructuring or termination of the corporate partnership structure or existence of any Loan Party or any of its Subsidiaries;Buyer: or
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense (other than payment) available to, or a discharge of, any Loan Party Buyer or any other guarantor or suretyguarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person FHC upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party Buyer or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Facility Agreement (Vencor Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsLoan Documents and the other documents governing such Guaranteed Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Lenders with respect theretothereto but subject to Section 2(b) above. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other person under the Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party person or whether any the Borrower or any other Loan Party are person is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating theretoto any part of the Guaranteed Obligations being irrecoverable;
(iib) any acceleration, forbearance, renewal, extension, 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 Obligations obligations of any other person under the Loan Party under or in respect of the Secured Documents, Documents or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any acceptance, taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 obligations of any Loan Party other person under the Secured Loan Documents or any other assets of any Loan Party other guarantor, the Borrower or any Subsidiary of its Subsidiariesthe Borrower;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party other guarantor, the Borrower or any Subsidiary of its Subsidiariesthe Borrower;
(vif) any failure of any Secured Party the Lenders to disclose to any Loan Party the Borrower or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party person now or hereafter in the future known to the Lenders (and the Guarantor hereby irrevocably waives any duty on the part of the Lenders to disclose such Secured Partyinformation);
(viig) the failure any signature of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability officer of the Guarantor Borrower being mechanically reproduced in facsimile or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party the Lenders that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party guarantor, surety or otherwiseother person, all as though such payment had including but not been made. For the avoidance limited to any defense of doubt this paragraph shall survive the termination waiver, release, fraud, invalidity, anti-deficiency statutes or laws, illegality, unenforceability, force majeure, act of this GuarantyGod, casualty, impossibility, impracticability, statute of limitations, res judicata or any other defense or excuse whatsoever.
Appears in 1 contract
Samples: Guaranty Agreement (Evergreen Sustainable Enterprises, Inc.)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsLoan Documents and the other documents governing such Guaranteed Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Lender with respect theretothereto but subject to Section 2(b) above. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other person under the Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party person or whether any the Borrower or any other Loan Party are person is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating theretoto any part of the Guaranteed Obligations being irrecoverable;
(iib) any acceleration, forbearance, renewal, extension, 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 Obligations obligations of any other person under the Loan Party under or in respect of the Secured Documents, Documents or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise;
(iiic) any acceptance, taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 obligations of any Loan Party other person under the Secured Loan Documents or any other assets of any Loan Party other guarantor, the Borrower or any Subsidiary of its Subsidiariesthe Borrower;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party other guarantor, the Borrower or any Subsidiary of its Subsidiariesthe Borrower;
(vif) any failure of any Secured Party the Lender to disclose to any Loan Party the Borrower or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party person now or hereafter in the future known to the Lender (and the Guarantor hereby irrevocably waives any duty on the part of the Lender to disclose such Secured Partyinformation);
(viig) the failure any signature of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability officer of the Guarantor Borrower being mechanically reproduced in facsimile or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party the Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party guarantor, surety or otherwiseother person, all as though such payment had including but not been made. For the avoidance limited to any defense of doubt this paragraph shall survive the termination waiver, release, fraud, invalidity, anti-deficiency statutes or laws, illegality, unenforceability, force majeure, act of this GuarantyGod, casualty, impossibility, impracticability, statute of limitations, res judicata or any other defense or excuse whatsoever.
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due jointly and severally guarantees that all of the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsCredit Agreement, the respective Hedge Agreement or the respective Operating Indebtedness Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender Party, Hedge Bank or Operating Lender with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Loan Documents, the Hedge Agreements or the Operating Indebtedness Agreements and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any other Loan Party, any Hedge Subsidiary or any Subsidiary of the Borrower party to an Operating Indebtedness Agreement or whether the Borrower or any other Loan Party or whether any Borrower or any other Loan Party are Hedge Subsidiary is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) Loan Document, Hedge Agreement, Operating Indebtedness Agreement or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party or any Hedge Subsidiary or any such Subsidiary of the Borrower under or in respect of the Secured Loan Documents, the Hedge Agreements or the Operating Indebtedness Agreements, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, any Hedge Agreement or any Operating Indebtedness Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any the execution of its Subsidiaries additional Hedge Agreements or additional Operating Indebtedness Agreements or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Secured Loan Documents or of the Borrower or any Hedge Subsidiary under any Hedge Agreement or the Borrower or any of its Subsidiaries party to any Operating Indebtedness Agreement or any other assets of the Borrower, any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Borrower, any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Lender Party or any Hedge Bank or Operating Lender to disclose to any Loan Party or Hedge Subsidiary or other Subsidiary of the Borrower any information relating to the business, condition (financial or otherwise), operations, liabilities (actual or contingent), performance, properties or prospects of any other Loan Party or Hedge Subsidiary or such Subsidiaries now or hereafter known to such Secured PartyLender Party or such Hedge Bank or such Operating Lender (each Guarantor waiving any duty on the part of the Lender Parties or such Hedge Banks or such Operating Lenders to disclose such information);
(viig) 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 the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Lender Party or any Hedge Bank or Operating Lender that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Party, any Hedge Subsidiary, any other such Subsidiary of the Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Lender Party or any Hedge Bank or any Operating Lender or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or the Borrower, any other Loan Party Party, any Hedge Subsidiary, any other such Subsidiary of the Borrower, or otherwise, all as though such payment had not been made. For Each of the avoidance Guarantors hereby further agrees that, as between such Guarantor, on the one hand, and the Agent and the Lender Parties on the other hand, (i) the Guaranteed Obligations of doubt such Guarantor in respect of the Credit Agreement may be declared to be forthwith due and payable upon an Event of Default as provided in Section 8.01 of the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided therefor in Section 8.01 of the Credit Agreement) for all purposes of this paragraph Guaranty, notwithstanding any stay, injunction or other prohibition preventing such declaration in respect of the Obligations of any of the Loan Parties or any of the Obligations guaranteed hereunder (or preventing such Guaranteed Obligations from becoming automatically due and payable) as against any other Person and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations (or such Guaranteed Obligations being deemed to have become automatically due and payable) as provided in Section 8.01 of the Credit Agreement, such Guaranteed Obligations (whether or not due and payable by any other Person) with respect to the Lender Parties (but not with respect to the Hedge Banks or the Operating Lenders) shall survive forthwith become due and payable by such Guarantor for all purposes of this Guaranty. Each of the termination Guarantors hereby further agrees that, as between such Guarantor on the one hand, and each Hedge Bank, on the other hand, (i) the Guaranteed Obligations of such Guarantor in respect of each Hedge Agreement may be declared to be forthwith due and payable upon an event under such Hedge Agreement that permits such Hedge Bank to exercise its remedies thereunder for all purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such declaration in respect of the Obligations of the Borrower or any of the Hedge Subsidiaries or any of the Obligations guaranteed hereunder as against any other Person and (ii) in the event of any acceleration of any such Guaranteed Obligations as provided in such Hedge Agreement, such Guaranteed Obligations (whether or not due and payable by any other Person) with respect to the Hedge Banks (but not with respect to the Lender Parties or the Operating Lenders) shall forthwith become due and payable by such Guarantor for all purposes of this Guaranty. Each of the Guarantors hereby further agrees that, as between such Guarantor, on the one hand, and each Operating Lender, on the other hand, (i) the Guaranteed Obligations of such Guarantor in respect of such Operating Indebtedness Agreement may be declared to be forthwith due and payable upon an event under such Operating Indebtedness Agreement that permits such Operating Lender to exercise its remedies thereunder for all purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such declaration in respect of the Obligations of the Borrower or any of its Subsidiaries or any of the Obligations guaranteed hereunder as against any other Person, and (ii) in the event of any acceleration of any such Guaranteed Obligations as provided in such Operating Indebtedness Agreement, such Guaranteed Obligations (whether or not due and payable by any other Person) with respect to the Operating Lenders (but not with respect to the Lender Parties or Hedge Banks) shall forthwith become due and payable by such Guarantor for all purposes of this Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Gap Inc)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due Subject to Section 5(c) hereof, each of the Guaranteed undersigned jointly and severally guarantees that the Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party 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, 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 Xxxxxx to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent shall be absolute 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: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other Obligations of any other Loan Party action or inaction under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Documents or any other Loan Party instruments or whether any Borrower agreements relating to the Obligations or any other Loan Party are joined in assignment or transfer of any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocablethereof, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ib) any lack of validity or enforceabilityenforceability of any Document or other documents, at instruments or agreements relating to the Obligations or any timeassignment or transfer of any thereof, (c) any furnishing 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 Secured Document (including this Guaranty) such document, instrument or agreement or any agreement or instrument relating thereto;
term thereof, (iie) any change in the timebankruptcy, manner insolvency, reorganization, composition, adjustment, dissolution, liquidation or place of payment ofother 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 other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Documentsforegoing, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiif) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any takingrelease, release or amendment or waiver of, of or consent to departure from, from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xig) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guarantyallowable.
Appears in 1 contract
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured 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 any Secured Party with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party are joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) the creation of or increases or additions to the Obligations;
(b) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) or defect or deficiency applicable to Contractor in the EMS Agreement or any agreement or instrument relating theretoother documents executed in connection with the EMS Agreement;
(iic) any modification, extension or waiver of any of the terms of the EMS Agreement;
(d) any change in the time, manner manner, terms or place of payment of, of or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party EMS Agreement or any of its Subsidiaries other agreement or otherwiseinstrument executed in connection therewith;
(iiie) except as to applicable statutes of limitation, failure, omission, delay, waiver or refusal by CVEC to exercise, in whole or in part, any right or remedy held by CVEC with respect to the EMS Agreement or any transaction under the EMS Agreement; or
(f) any takingchange in the existence, exchangestructure or ownership of Guarantor or Contractor, impairmentor any insolvency, release bankruptcy, reorganization or non-perfection other similar proceeding affecting Contractor or its assets. The obligations of any Collateral Guarantor hereunder are several from Contractor or any other collateralperson, and are primary obligations concerning which Guarantor is the principal obligor. There are no conditions precedent to the enforcement of this Guaranty, except as expressly contained herein. It shall not be necessary for CVEC, in order to enforce payment by Guarantor under this Guaranty, to show any proof of Contractor’s default, to exhaust its remedies against Contractor, any other guarantor, or any taking, release other person liable for the payment or amendment or waiver of, or consent to departure from, any other guaranty, for all or any performance of the Guaranteed Obligations;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is are annulled, set aside, invalidated, declared to be fraudulent or preferential, rescinded or must otherwise be returned returned, refunded or repaid by any Secured Party or any other Person CVEC upon the insolvency, bankruptcy bankruptcy, dissolution, liquidation or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower Contractor or any other Loan Party guarantor, or upon or as a result of the appointment of a receiver or conservator of, or trustee for Contractor or any other guarantor or any substantial part of its property or otherwise, all as though such payment or payments had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Energy Management Services Agreement
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsLoan Documents and Lender Hedging Contracts, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Guaranteed Party with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Credit Party under or in respect of the Secured DocumentsLoan Documents or the Lender Hedging Contracts, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Credit Party or whether any the Borrower or any other Loan Credit Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or Lender Hedging Contract or any agreement or instrument relating thereto;
(iib) 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 Obligations Obligations, or obligations under any Lender Hedging Contract, of any other Loan Credit Party under or in respect of the Secured DocumentsLoan Documents or Lender Hedging Contracts, or any other amendment or waiver of or any consent to departure from any Secured DocumentLoan Document or Lender Hedging Contract, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Credit Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Credit Party under the Secured Loan Documents or obligations of any Credit Party under any Lender Hedging Contract or any other assets of any Loan Credit Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Credit Party or any of its Subsidiaries;
(vif) any failure of any Secured Guaranteed Party to disclose to any Loan Credit Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Credit Party now or hereafter known to such Secured Guaranteed Party;
(viig) 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 the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, including any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Guaranteed Party that might otherwise constitute a defense available to, or a discharge of, any Loan Credit Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Guaranteed Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Credit Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of thereof, to the Secured Documents, regardless of any maximum extent permitted by law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligor, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party Obligor or whether any Borrower or any other Loan Party are Obligor is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives waives, to the maximum extent permitted by law, any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating theretothereto or relating to any other Guaranteed Obligations;
(iib) 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 Obligations of any other Loan Party Obligor under or in respect of the Secured DocumentsLoan Documents or any agreement or instrument relating thereto or relating to any other Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Secured DocumentLoan Document or any agreement or instrument relating thereto or relating to any other Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Obligor or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Secured Documents Obligor or any other assets of any Loan Party Obligor or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party Obligor or any of its Subsidiaries;
(vif) any failure of any Secured Party to disclose to any Loan Party Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Obligor now or hereafter known to such Secured PartyParty (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement agreement, or the release or reduction of liability of the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any assignment for the benefit of any Secured Party or any other marshalling of assets and liabilities of any Guarantor;
(i) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense (other than a defense of Full Payment) available to, or a discharge of, any Loan Party Obligor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party Obligor or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: u.s. Guarantee Agreement (United Rentals North America Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Loan Documents and the applicable Secured DocumentsHedge Agreements and Secured Cash Management Agreements, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Beneficiary with respect thereto. The obligations of the each Guarantor under or in respect of this Guaranty are joint and several and independent of the Guaranteed Obligations or any other Obligations obligations of any other Person under the Loan Party under Documents or in respect of the connection with any Secured DocumentsHedge Agreements or Secured Cash Management Agreements, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party Person or whether any the Borrower or any other Loan Party are Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Loan Document, any Secured Document (including this Guaranty) Hedge Agreements or Secured Cash Management Agreements, or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(iib) 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 Obligations obligations of any other Person under the Loan Party under Documents, any agreement or in respect of the instrument relating to any Secured DocumentsHedge Agreements, any Secured Cash Management Agreements, or any other amendment or waiver of or any consent to departure from any Loan Document, any agreement or instrument relating to any Secured DocumentHedge Agreements, or any Secured Cash Management Agreements, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise; provided that this clause (b) shall not limit the terms of Section 10.01 of the Credit Agreement with respect to the Borrower;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(ivd) 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 Secured Documents or any other assets of any Loan Party or any of its SubsidiariesObligations;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Restricted Subsidiaries;
(vif) any failure of any Secured Party Beneficiary to disclose to the Borrower or any Loan Party other Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to any Beneficiary (and each Guarantor hereby irrevocably waives any duty on the part of any Beneficiary to disclose such Secured Partyinformation);
(viig) the failure any signature of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability officer of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order Person being mechanically reproduced in any bankruptcy, reorganization, arrangement, moratorium facsimile or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforotherwise; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party other Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon (other than the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) occurrence of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this GuarantySecurity Termination).
Appears in 1 contract
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party the Holder with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower the Buyer or any other Loan Party guarantor or whether any Borrower the Buyer or any other Loan Party are guarantor is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchangeexchange or release of, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure fromsecurity interest in, any other guaranty, for all or any of collateral under the Guaranteed ObligationsSecurity Agreement;
(ivd) any manner of application of Collateral or any other collateral, or proceeds thereof, collateral 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 Secured Documents or any other assets of any Loan Party the Buyer or any of its Subsidiariesaffiliates;
(ve) any change, restructuring or termination of the corporate limited liability structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceedingBuyer, and any termination of or change in the Guarantor waives any right to relationship between the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforBuyer and Guarantor; or
(xif) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party ) that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Buyer or any other guarantor or suretya guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person the Holder upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party the Buyer or otherwise, all as though such payment had not been made. For In the avoidance event of doubt any such reinstatement, Guarantor shall re-execute and redeliver all documents, and take all other actions necessary or appropriate to reinstate this paragraph shall survive the termination of this GuarantyGuaranty in full force and effect and to effectuate its intent.
Appears in 1 contract
Samples: Guaranty (Easylink Services Corp)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of (other than Newco Canada) guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Loan 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 any Secured Party Agent or the Lenders with respect thereto. The obligations of the such Guarantor under or in respect of this Guaranty SECTION 18 are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, and a separate action or actions may be brought and prosecuted against the such Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the such Guarantor under this Guaranty SECTION 18 shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the such Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Borrower or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(iv) 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 Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(vd) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security thereforBorrower; or
(xie) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, any Loan Party Guarantor, Borrower or any other guarantor or surety. This Guaranty SECTION 18 shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party a Lender or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Loan and Security Agreement (Abraxas Petroleum Corp)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured Financing 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 any Secured Party with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of the Pledgor or any other Loan Party under or in respect of the Secured Financing Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower the Borrower, the Pledgor or any other Loan Party or whether any Borrower the Borrower, the Pledgor or any other Loan Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Financing Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of the Pledgor or any other Loan Party under or in respect of the Secured Financing Documents, or any other amendment or waiver of or any consent to departure from any Secured Financing Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Pledgor or any Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantyguarantee, for all or any of the Guaranteed Obligations;
(ivd) 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 the Pledgor or any Loan Party under the Secured Financing Documents or any other assets Property of the Pledgor or any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Pledgor, any Loan Party or any of its Subsidiaries;
(vif) any failure of any Secured Party to disclose to the Pledgor or any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Pledgor or any other Loan Party now or hereafter known to such Secured PartyParty (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);
(viig) the failure of any other Person to execute or deliver this Agreement, any Guaranty Supplement or any other guaranty guarantee or agreement or the release or reduction of liability of the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, including any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, the Pledgor, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower the Borrower, the Pledgor or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (Kgen Power Corp)
Guaranty Absolute. The Each Subsidiary Debentures Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will Exchange Debentures shall be paid or performed strictly in accordance with the terms of the Secured DocumentsExchange Debentures and this Exchange Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Holder with respect thereto. The obligations of the each Subsidiary Debentures Guarantor under or in respect of this Guaranty its Subsidiary Debentures Guarantee are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect obligations of the Secured DocumentsCompany under the Exchange Debentures and this Exchange Indenture, and a separate action or actions may be brought and prosecuted against the such Subsidiary Debentures Guarantor to enforce this Guarantyits Subsidiary Debentures Guarantee, irrespective of whether any action is brought against any Borrower the Company or any other Loan Party Subsidiary Debentures Guarantor or whether any Borrower the Company or any other Loan Party are Subsidiary Debentures Guarantor is joined in any such action or actions. The liability of the each Subsidiary Debentures Guarantor under this Guaranty its Subsidiary Debentures Guarantee shall be irrevocable, absolute and unconditional and the liability and obligations of such Subsidiary Debentures Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the followingpart by:
(ia) any lack of validity or enforceability, at enforceability of this Exchange Indenture or the Exchange Debentures with respect to the Company or any time, of any Secured Document (including this Guaranty) Subsidiary Debentures Guarantor or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsIndenture Obligations, or any other amendment or waiver of or any consent to departure from any Secured Documentthis Exchange Indenture, including, without limitation, including any increase in the Guaranteed Indenture Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Company or otherwise;
(iiic) any taking, exchange, impairment, release the failure to give notice to the Subsidiary Debentures Guarantor of the occurrence of a Default under the provisions of this Exchange Indenture or non-perfection of any Collateral or any other collateral, or the Exchange Debentures;
(d) any taking, release or amendment or waiver of, of or consent to departure from, from any other guarantyguarantee, for all or any of the Guaranteed Indenture Obligations;
(ive) any manner failure, omission, delay by or inability on the part of application the Debentures Trustee or the Holders to assert or exercise any right, power or remedy conferred on the Debentures Trustee or the Holders in this Exchange Indenture or the Exchange Debentures;
(f) any change in the corporate structure, or termination, dissolution, consolidation or merger of Collateral the Company or any Subsidiary Debentures Guarantor with or into any other collateralPerson, the voluntary or proceeds thereofinvoluntary liquidation, to all or any of the Guaranteed Obligationsdissolution, or any manner of sale or other disposition of any Collateral all or substantially all the assets of the Company or any other collateral for all Subsidiary Debentures Guarantor, the marshalling of the assets and liabilities of the Company or any Subsidiary Debentures Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of the Guaranteed Obligations or any other Obligations of any Loan Party under the Secured Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcycreditors, reorganization, arrangement, moratorium composition with the creditors, or readjustment of, or other debtor relief proceedingsimilar proceedings affecting the Company or any Subsidiary Debentures Guarantor, and or any of the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason assets of any such proceedingof them;
(xg) the assignment of any invalidityright, rescission, irregularity title or unenforceability interest of all the Debentures Trustee or any part of Holder in this Exchange Indenture or the Guaranteed Obligations or Exchange Debentures to any security thereforother Person; or
(xih) any other event or circumstance (including, without limitation, including any statute of limitations), whether foreseen or unforeseen and whether similar or dissimilar to any act or omissionof the foregoing, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Company or any a Subsidiary Debentures Guarantor, other guarantor than payment in full of the Indenture Obligations; it being the intent of each Subsidiary Debentures Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Exchange Indenture or suretythe Exchange Debentures. This Guaranty The Subsidiary Debentures Guarantee of each Subsidiary Debentures Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Secured Party Holder or any other Person the Debentures Trustee upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any Borrower or any other Loan Party the Company or otherwise, all as though such payment had not been made. For Each Subsidiary Debentures Guarantor further agrees, to the avoidance fullest extent that it may lawfully do so, that, as between such Subsidiary Debentures Guarantor, on the one hand, and the Holders and the Debentures Trustee, on the other hand, (i) the maturity of doubt this paragraph shall survive the termination obligations guaranteed hereby may be accelerated as provided in Article Five of this GuarantyExchange Indenture for the purposes of this Subsidiary Debentures Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guarantied hereby, and (ii) in the event of any declarations of acceleration of such obligations as provided in Article Five of this Exchange Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Debentures Guarantor for the purpose of this Subsidiary Debentures Guarantee.
Appears in 1 contract
Samples: Indenture (Citadel License Inc)
Guaranty Absolute. The Each Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of this Agreement and the Secured other Loan 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 the Administrative Agent or any other Secured Party with respect thereto. The obligations Obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of this Agreement or the Secured other the Loan Documents, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:: Great Wolf Senior Secured Revolving Credit Facility
(ia) any lack of validity or enforceability, at any time, enforceability of any Secured Loan Document (including this Guaranty) or any agreement or instrument relating thereto;
(iib) 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 Obligations of any other Loan Party under or in respect of the Secured Loan Documents, or any other amendment or waiver of or any consent to departure from any Secured Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party or any of its their Subsidiaries or otherwise;
(iiic) any taking, exchange, impairment, release or non-perfection of any Collateral or any other 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;
(ivd) 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 Secured Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(vif) any failure of the Administrative Agent or any other Secured Party 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 Secured PartyParty (each Guarantor waiving any duty on the part of the Administrative Agent and each other Secured Party to disclose such information);
(viig) 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 the any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xih) any other circumstance (including, without limitation, any statute of limitations), any act or omission, ) or any existence of or reliance on any representation by the Administrative Agent or any other Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
Appears in 1 contract
Samples: Revolving Credit Agreement (Great Wolf Resorts, Inc.)
Guaranty Absolute. The Guarantor agrees its guarantee constitutes a guarantee of payment when due of guarantees that the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Secured DocumentsCredit Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Banks with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether any the Borrower or any other Loan Party are is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall shall, to the fullest extent permitted by law, be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following:
(i) any lack of validity or enforceability, at any time, enforceability of any Secured Document (including this Guaranty) the Credit Agreement or any other agreement or instrument relating thereto;
(ii) 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 Obligations of any other Loan Party under or in respect of the Secured DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Secured Documentthe Credit Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Borrower or any of its Subsidiaries subsidiaries or otherwise;
(iii) any taking, exchange, impairment, release or non-perfection of any Collateral 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;
(iv) 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 Secured Documents or any other assets of any Loan Party the Borrower or any of its Subsidiariessubsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiaries;subsidiaries; or
(vi) any failure of any Secured Party 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 such Secured Party;
(vii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations;
(viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement;
(ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding;
(x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or
(xi) any other circumstance (including, without limitation, any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the Borrower or any other guarantor or suretya guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person Bank upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of any the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.
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